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EXItlBIT A <br /> DEFINITIONS <br /> <br /> For all purposes of th/s Agreement, except as otherwise expressly provided herein <br />or unless the context otherwise requires, capitalized t~,ms not otherwise defined herein shall <br />have the meanings set forth below. <br /> <br /> "Act" means Section 10754.11 of the California Revenue and Taxation Code. <br /> "Bill of Sale" has the meaning given to that term in Section 2(b)(ii) hereof. <br /> <br /> "Credit Enhancer" means any municipal bond insurance company, bank or other <br />financial institution or organization which is performing in all material respects its obligations <br />under any Credit Support Instrument for some or all of the Notes. <br /> <br /> "Credit Support Instrument" means a policy of insurance, a letter of credit, a <br />stand-by purchase agreement, revolving credit agreement or other credit arrangement pursuant to <br />which a Credit Enhancer provides credit or liquidity support with respect to the payment of <br />interest, principal or the purchase price of the Notes. <br /> <br /> "Closing Date" means the date the Notes are issued. <br /> <br /> "Controller" means the Controller of the State. <br /> <br /> "Final Purchase Price" has the meaning ascribed thereto in Section 2. <br /> "Minimm Purchase Price" has the meaning ascribed thereto in Section 2. <br /> <br /> "Noteholder" means, with respect to any Note, the person in whose name such <br />Note is registered. <br /> <br /> "Oustanding" has the meaning given to that term in the Indenture. <br /> <br /> "Pricing Date" means the date the Notes are sold. <br /> <br /> "Rating Agency" means any nationally recognized rating agency then providing <br /> or maintaining a rating on the Notes at the request of the Purchaser. <br /> <br /> "Rating Agency Confirmation" means written confirmation from each Rating <br /> Agency that any proposed action will not, in and of itself, cause the Rating Agency to lower, <br /> suspend or withdraw the rating then assigned by such Rating Agency to any Outstanding Notes. <br /> <br /> "Resolmion" means the resolution adopted by the City Council approving the sale <br /> of the VLF Receivable. <br /> <br /> "State" means the State of California. <br /> <br /> "Transaction Counsel" means Orrick, Herrington & Sutcliffe LLP. <br /> <br />Taxable <br />DOCSSF1:817948.1 <br /> <br />A-1 <br /> <br /> <br />