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200806452 "Facility" shall mean the solid waste disposal facilities described on Exhibit A to this Agreement. "Fair Market Value" shall mean the value that would be paid by a willing buyer to a willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the chief financial officer or Board of Directors of the Company. "Favorable Opinion" shall mean an opinion of Bond Counsel addressed to the Issuer, the Company and the Trustee and stating that the action proposed to be taken is authorized or permitted by the Act and the Indenture and will not, in and of itself, adversely affect the excludability from gross income for federal income tax purposes of interest on the Bonds (other than as held by a "substantial user" of the Project or a "related person" within the meaning of the Code). "Fitch" shall mean Fitch Ratings or any successor thereto maintaining a rating on the Bonds. "Fixed Charge Coverage Ratio" shall mean, for any period, the ratio of (x) the Consolidated Net Income without taking into account any unrealized gain or loss on mark-to-market hedging activities, plus depreciation, plus interest expenses, plus income taxes of the Company for such period, to (y) the interest expenses plus the principal payments related to the Bonds. "GAAP" shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. "Governmental Authority" shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government. "Guarantor" shall mean (a) Microgy Grand Island, LLC, a Nebraska limited liability company, and its successors and assigns, and (b) any surviving, resulting or transferee entity as provided in the Guaranty. "Guaranty" shall mean the Guaranty Agreement dated as of June 1, 2008 from the Guarantor, as guarantor, to the Trustee wherein the Guarantor guarantees the payment of principal of, premium, if any, and interest on the Bonds, including all amendments thereof or supplements thereto. "Hazardous Materials" shall mean any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which mayor could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of the Facility or to the indoor or outdoor environment. 4834-8191-0786.7 9