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Draft: 11/07/97 APPENDIX "I" - DEFINITIONS to the ;MASTER ENERGY PURCHASE AND SALE AGREEMENT All references to Articles and Sections are to those set forth in this Agreement. Reference to any, documentmeanssuch document as amended from time to time and reference to any Party includes any permitted successor or assignee thereof. The following definitions and any terms defined internally in this Agreement shall apply to this Agreement and all notices and communications made pursuant to this Agreement. "Act" means "Affiliate" means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, "control" means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power. "Bankruptcy Proceeding" means with respect to a Party or entity, such Party or entity (i) makes an assignment or any general arrangement for the benefit of creditors, (ii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar law for the protection of creditors, or has such petition filed -against it and such petition is not withdrawn or dismissed for 30 days after such filing, (iii) otherwise becomes bankrupt or insolvent (howeverevidenced) or (iv) is unable to pay its debts as they fall due. "Business Day" means a' day on which Federal Reserve member banks in New York City are open for . business; and a Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for each Party's. principal place of business. "Bu er" means the Party to a Transaction who is obligated to purchase and receive, or cause to be received, Energy during a Period of Delivery. "Claims" means all claims or actions:,threatened or filed and whether groundless,. false or fraudulent, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys' fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. "Con�ian" means a written notice confirming the specific of a Transaction which may be in any form adequate at law an example of a Confirmation which may utilized hereunder is shown in "Exhibit B-1� "Contract Price" means the price in $U.S. per MWh (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of Energy, including the Energy Price, Demand Charges, Transmission Charges and any other charges, if any, pursuant to a Transaction. "Contract Quantity" means that quantity of Energy that Seller agrees to sell and deliver, or cause to be delivered, to Buyer, and that Buyer agrees to purchase and receive, or cause to be received, from Seller, pursuant to the terms of a Transaction. "Costs" shall have the meaning defined in Section 4.2(b)(i). "Delivery Point means the agreed point of delivery and receipt of Energy pursuant to a Transaction. APPENDIX A 0:\UgaitDLYONs1AGMrcoiton2,doe.doc