$82,000,000 Uses in Definitions Clause

Definitions from Equity Purchase Agreement

THIS EQUITY PURCHASE AGREEMENT is made and entered into as of June 19, 2011, by and among REXAM INC., a Delaware corporation (RI), REXAM CLOSURES AND CONTAINERS INC., a Delaware corporation (RCCI), REXAM CLOSURE SYSTEMS INC., a Delaware corporation (RCSI), REXAM PLASTIC PACKAGING INC., a Delaware corporation (RPPI), Rexam Brazil Closure Inc., a Delaware corporation (Rexam Brazil (US)), Rexam Beverage Can South America S.A. (Rexam Beverage, and together with RI, RCCI, Rexam Brazil (US), RCSI and RPPI, the Selling Parties and each a Selling Party); and Berry Plastics Corporation, a Delaware corporation (Purchaser). Purchaser and the Selling Parties are referred to herein collectively as the Parties and individually as a Party. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in Article I hereof.

Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context clearly requires otherwise: $ or USD means United States Dollars. 338(g) Election is defined in Section 9.7. 2010 Pro Forma Balance Sheet means the unaudited combined statement of net assets of the Business, as at December 31, 2010. 2010 Pro Forma Financial Statements means (i) the 2010 Pro Forma Balance Sheet, (ii) the unaudited combined statement of operating income of the Business for the year ended December 31, 2010, and (iii) the unaudited statement of combined operating cash flow of the Business for the year ended December 31, 2010. Acquired Business is defined in Section 6.14(b)(ii). Acquired Competing Operations is defined in Section 6.14(b)(ii). Action means any administrative, regulatory or judicial action, suit, arbitration or proceeding or any investigations or inquiries pursuant to any written notice of investigation or inquiry by any Person or by or before any Governmental Entity. Affiliate of any Person means a Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, the first Person. For purposes of this definition, the term control, controlled by or under common control with means the power, direct or indirect, to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise. Affiliate Transaction is defined in Section 4.26. Agreement or this Agreement means this Equity Purchase Agreement, together with the Exhibits and Schedules hereto. Allocation is defined in Section 2.4. American Subsidiaries means collectively, and American Subsidiary means any of, the following: (i) Rexam Kentucky, (ii) Rexam Delta, (iii) RCCI but solely to the extent it or its Subsidiaries relate to the Business and solely for the time period prior to the Restructuring, (iv) Rexam Closures LLC, (v) RCSI but solely to the extent it or its Subsidiaries relate to the Business and solely for the time period prior to the Restructuring, (vi) Rexam Closure Systems LLC and (vii) each of the Subsidiaries (other than any Foreign Subsidiary) of any of the entities named in (i) through (vi), if any. Ancillary Agreements means the Transition Services Agreement, the Manufacturing Agreements, the Contribution Agreements and any related document, instrument or agreement executed in connection with this Agreement. Applicable Law means, with respect to any Person, any foreign, federal, state, local or municipal law, ordinance, regulation, rule, statute or treaty applicable to such Person. Applicable Remediation Standards mean those standards with respect to the presence of a Hazardous Substance on, under or emanating from a Real Property which (A) are sufficient to satisfy the requirements of the regulatory authorities having jurisdiction so that such regulatory authorities affirmatively issue a letter or other document confirming that no further action is required with respect to the investigation, cleanup, remediation or monitoring with respect to such Hazardous Substance or (B) where the regulatory authorities do not issue such letters or other documents, satisfy the publicly promulgated requirements of Environmental Law and such regulatory authorities with respect to the satisfactory completion of investigation, remediation, cleanup and monitoring of such Hazardous Substance as set forth in a certification of the Control Partys independent environmental consultant and approved in writing by the non-Control Party, acting reasonably, provided that the standards must be those which will not unreasonably restrict general industrial activity at the Real Property. Assumed Liabilities means the Assumed Liabilities as defined in the Contribution Agreements and any other liabilities that are assumed by a Target Entity in a Transfer Agreement. Audited Carve Out Financial Statements means (i) the audited combined balance sheet of Rexam Closures, as of December 31, 2010 and 2009, (ii) the audited combined statement of operations for each of the years ended December 31, 2010, 2009 and 2008, and (iii) the audited combined statement of cash flows from operations of Rexam Closures, for each of the fiscal years ended December 31, 2010, 2009 and 2008, each as prepared in accordance with US GAAP applied on a consistent basis. Audits is defined in Section 4.19(d). Balance Sheet Date means December 31, 2010. Bankruptcy and Equity Exception is defined in Section 4.3. Board of Directors means, as applicable, the board of directors, the supervisory board, the managing partner or any other similar body charged with similar supervisory responsibility over the establishment and implementation of corporate policies for any entity named herein. Business means the business conducted by the Subject Companies and their Affiliates as reflected in the 2010 Pro Forma Financial Statemen

Definitions from Sale and Servicing Agreement

SALE AND SERVICING AGREEMENT, dated as of July 1, 2010 (as amended, supplemented or otherwise modified and in effect from time to time, this Agreement), among CARMAX AUTO OWNER TRUST 2010-2, a Delaware statutory trust (the Trust), CARMAX AUTO FUNDING LLC, a Delaware limited liability company (the Depositor), CARMAX BUSINESS SERVICES, LLC, a Delaware limited liability company (CarMax), as servicer (in such capacity, the Servicer), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as backup servicer (in such capacity, the Backup Servicer).

Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, whenever capitalized shall have the following meanings: Additional Note Interest shall mean, for any Distribution Date and any Class of Notes, the sum of (i) all accrued but unpaid Monthly Note Interest for previous Distribution Dates for such Class plus (ii) to the extent permitted by law, interest on such accrued but unpaid Monthly Note Interest at the Note Rate applicable to such Class. Additional Servicing Fee shall mean, for any Collection Period, if a successor Servicer has been appointed pursuant to Section 8.2, the amount, if any, by which (i) the compensation payable to such successor Servicer for such Collection Period exceeds (ii) the Monthly Servicing Fee for such Collection Period. Affiliate shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. For purposes of this definition, control when used with respect to any Person shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Amount Financed shall mean, with respect to any Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including accessories, extended warranty contracts, insurance premiums and other items customarily financed as part of a motor vehicle retail installment sale contract. Applicable Tax State shall mean, as of any date, (i) any State in which the Owner Trustee maintains the Corporate Trust Office, (ii) any State in which the Owner Trustee maintains its principal executive offices and (iii) any State in which the Servicer regularly conducts servicing and collection activities (other than purely ministerial activities) with respect to a material portion of the Receivables. APR shall mean, with respect to any Receivable, the annual percentage rate of interest stated in such Receivable. Authorized Officer shall mean, as applicable, (i) any officer within the Corporate Trust Office of the Indenture Trustee, including any vice president, assistant vice president, secretary or assistant secretary, or any financial services officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer of the Indenture Trustee to whom such matter is referred because of such officers knowledge of and familiarity with the particular subject or (ii) any officer within the Corporate Trust Office of the Owner Trustee, including any senior vice president, vice president, assistant vice president, assistant secretary, assistant treasurer, senior associate or trust officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer of the Owner Trustee to whom such matter is referred because of such officers knowledge of and familiarity with the particular subject. Available Collections shall mean, for any Distribution Date, (i) all Obligor payments received with respect to the Receivables during the preceding Collection Period, (ii) all Liquidation Proceeds received with respect to the Receivables during the preceding Collection Period, (iii) all interest earned on funds on deposit in the Collection Account during the preceding Collection Period, (iv) the aggregate Purchase Amount deposited in the Collection Account on the Business Day preceding such Distribution Date, (v) all prepayments received with respect to the Receivables during the preceding Collection Period attributable to any refunded item included in the Amount Financed (including amounts received as a result of rebates of extended warranty contract costs and insurance premiums and proceeds received under physical damage, theft, GAP, credit life and credit disability insurance policies) and (vi) all Simple Interest Advances deposited into the Collection Account by the Servicer on the Business Day preceding such Distribution Date; provided, however, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to any Purchased Receivable the Purchase Amount for which was included in Available Collections for a previous Distribution Date; provided further, that Available Collections for any Distribution Date shall not include any payments or other amounts (including Liquidation Proceeds) received with respect to any Receivable to the extent that the Servicer has made an unreimbursed Simple Interest Advance with respect to such Receivable and is entitled to reimbursement from such payments or other amounts pursuant to Section

Definitions from Loan Agreement

This SHARE PURCHASE AGREEMENT is entered into on the 20th day of November, 2008 between GMAC Residential Funding of Canada, Limited, a company organized under the laws of Canada (Seller), and GMAC LLC, a Delaware limited liability company (Purchaser).

Definitions. The following terms shall have the following meanings for the purposes of this Agreement: 1020491 shall have the meaning set forth in the preamble. 1020491 Shares shall have the meaning set forth in the preamble. Affiliate means any Person controlling, controlled by or under common control with another Person. For purposes of this definition only, control shall mean the ownership, directly or indirectly, of 50% or more of the outstanding common stock or other equity interest of a Person. Seller and Purchaser shall not be deemed Affiliates for purposes of this Agreement. Agreement means this Share Purchase Agreement, including all Exhibits hereto. Bankruptcy Code means Chapter 11 of Title 11, U.S.C. SSSS101 et seq., as amended. Basket Amount shall have the meaning set forth in Section 8.4(a). Benefit Plans shall have the meaning set forth in Section 3.12. Business Day means any day of the year, other than (i) any Saturday or Sunday or (ii) any other day on which banks located in New York, New York, Toronto, Ontario or Calgary, Alberta generally are closed for business. Canadian GAAP means generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institution. CMHC means the Canada Mortgage and Housing Corporation. CDIC means the Canada Deposit Insurance Corporation. Closing means the closing of the transactions contemplated hereby. Closing Date shall have the meaning set forth in Section 2.3. Computer Equipment means all equipment and devices (including data processing hardware and related telecommunications equipment, media, and tools) used by ResMor Trust in the conduct of its business, including ResMor Trusts rights under all related warranties. Consents shall have the meaning set forth in Section 5.2. Contract means, with respect to any Person, any agreement, commitment, arrangement, undertaking, contract, obligation, promise, indenture, deed of trust or other similar instrument (whether written or oral and whether express or implied) by which that Person, or any of its properties or assets, is legally bound. Credit and Collection Policy means all mortgage loan credit, collection and administrative policies and procedures of ResMor Trust in effect on the date of this Agreement. Customer Agreement means the loan and deposit agreement and servicing agreements of ResMor Trust. Deposit Broker means a deposit broker that has signed an agency contract with ResMor Trust substantially in the form of ResMor Trusts standard form agency contract. Deposit Customer means customers who have purchased a guaranteed investment certificate through ResMor Trust. Derivative Transaction means any Contract of any Person in respect of a commodity, hedging, derivative, interest rate, swap, cap, floor other interest rate risk management agreement. Employee Leasing Agreement means the Employee Leasing Agreement in the form set forth as Exhibit A hereto, pursuant to which certain employees of ResCap shall provide services to ResMor Trust from the Closing Date through the term specified in the Employee Leasing Agreement. Enforceability Exceptions shall have the meaning set forth in Section 3.1(a). Environmental Law means any Law relating to the environment, including those pertaining to (i) reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence or Release, or the threat of the same, of Hazardous Substances, and (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances, including those pertaining to occupational health and safety. Escrow Agreement means the Escrow Agreement, to be executed and delivered as of the date hereof, by Seller and Purchaser in the form set forth on Exhibit E attached hereto. Event of Default shall have the meaning ascribed to such term in the Loan Agreements. Financial Statements shall have the meaning set forth in Section 3.4(a). Genworth means Genworth Financial Mortgage Insurance Company Canada. Governmental Authority means any U.S., Canadian, state, provincial or municipal entity, any foreign government and any political subdivision or other executive, legislative, administrative, judicial, quasi-judicial or other governmental department, commission, court, board, bureau, agency or instrumentality, domestic or foreign. Hazardous Substance means any substance or material that is prohibited, controlled or regulated by any Governmental Authority pursuant to environmental laws, including pollutants, contaminants, dangerous goods or substances, toxic or hazardous substances or materials, wastes (including solid non-hazardous wastes and subject wastes), petroleum and its derivatives and by-products and other hydrocarbons, all as defined in or regulated pursuant to any Environmental Law. Indemnification Cap shall have the meaning set forth in Section 8.4(b). Indemnified Person means the Person or Per

Definitions from Share Purchase Agreement

This SHARE PURCHASE AGREEMENT is entered into on the 20th day of November, 2008 between GMAC Residential Funding of Canada, Limited, a company organized under the laws of Canada (Seller), and GMAC LLC, a Delaware limited liability company (Purchaser).

Definitions. The following terms shall have the following meanings for the purposes of this Agreement: 1020491 shall have the meaning set forth in the preamble. 1020491 Shares shall have the meaning set forth in the preamble. Affiliate means any Person controlling, controlled by or under common control with another Person. For purposes of this definition only, control shall mean the ownership, directly or indirectly, of 50% or more of the outstanding common stock or other equity interest of a Person. Seller and Purchaser shall not be deemed Affiliates for purposes of this Agreement. Agreement means this Share Purchase Agreement, including all Exhibits hereto. Bankruptcy Code means Chapter 11 of Title 11, U.S.C. SSSS101 et seq., as amended. Basket Amount shall have the meaning set forth in Section 8.4(a). Benefit Plans shall have the meaning set forth in Section 3.12. Business Day means any day of the year, other than (i) any Saturday or Sunday or (ii) any other day on which banks located in New York, New York, Toronto, Ontario or Calgary, Alberta generally are closed for business. Canadian GAAP means generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institution. CMHC means the Canada Mortgage and Housing Corporation. CDIC means the Canada Deposit Insurance Corporation. Closing means the closing of the transactions contemplated hereby. Closing Date shall have the meaning set forth in Section 2.3. Computer Equipment means all equipment and devices (including data processing hardware and related telecommunications equipment, media, and tools) used by ResMor Trust in the conduct of its business, including ResMor Trusts rights under all related warranties. Consents shall have the meaning set forth in Section 5.2. Contract means, with respect to any Person, any agreement, commitment, arrangement, undertaking, contract, obligation, promise, indenture, deed of trust or other similar instrument (whether written or oral and whether express or implied) by which that Person, or any of its properties or assets, is legally bound. Credit and Collection Policy means all mortgage loan credit, collection and administrative policies and procedures of ResMor Trust in effect on the date of this Agreement. Customer Agreement means the loan and deposit agreement and servicing agreements of ResMor Trust. Deposit Broker means a deposit broker that has signed an agency contract with ResMor Trust substantially in the form of ResMor Trusts standard form agency contract. Deposit Customer means customers who have purchased a guaranteed investment certificate through ResMor Trust. Derivative Transaction means any Contract of any Person in respect of a commodity, hedging, derivative, interest rate, swap, cap, floor other interest rate risk management agreement. Employee Leasing Agreement means the Employee Leasing Agreement in the form set forth as Exhibit A hereto, pursuant to which certain employees of ResCap shall provide services to ResMor Trust from the Closing Date through the term specified in the Employee Leasing Agreement. Enforceability Exceptions shall have the meaning set forth in Section 3.1(a). Environmental Law means any Law relating to the environment, including those pertaining to (i) reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence or Release, or the threat of the same, of Hazardous Substances, and (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances, including those pertaining to occupational health and safety. Escrow Agreement means the Escrow Agreement, to be executed and delivered as of the date hereof, by Seller and Purchaser in the form set forth on Exhibit E attached hereto. Event of Default shall have the meaning ascribed to such term in the Loan Agreements. Financial Statements shall have the meaning set forth in Section 3.4(a). Genworth means Genworth Financial Mortgage Insurance Company Canada. Governmental Authority means any U.S., Canadian, state, provincial or municipal entity, any foreign government and any political subdivision or other executive, legislative, administrative, judicial, quasi-judicial or other governmental department, commission, court, board, bureau, agency or instrumentality, domestic or foreign. Hazardous Substance means any substance or material that is prohibited, controlled or regulated by any Governmental Authority pursuant to environmental laws, including pollutants, contaminants, dangerous goods or substances, toxic or hazardous substances or materials, wastes (including solid non-hazardous wastes and subject wastes), petroleum and its derivatives and by-products and other hydrocarbons, all as defined in or regulated pursuant to any Environmental Law. Indemnification Cap shall have the meaning set forth in Section 8.4(b). Indemnified Person means the Person or Per

Definitions from Sale Agreement

This Purchase and Sale Agreement (the Agreement) is entered into as of August 19, 2008 (the Effective Date), by and among Ridgewood Maine, L.L.C., a Delaware limited liability company (RM), and Indeck Energy Services, Inc., an Illinois corporation, (IES and together with RM, Sellers), Covanta Energy Corporation, a Delaware corporation (Buyer) and solely for purposes of Sections 6.2, 6.3, 6.4, 6.10(a), 6.11 through 6.14 and 6.16 hereof, Indeck Maine Energy, LLC, an Illinois limited liability company, (the Company). Buyer and Sellers are each referred to herein as a Party or, collectively as the Parties.

Definitions. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1: Account mean the Account as such term is defined in the Certificate Purchase Agreement. Accountant Claim means the answer and counterclaim filed in the Superior Court of New Jersey, Bergen County by Perelson Weiner LLP (as defendant) against Ridgewood Renewable Power LLC, Ridgewood Electric Power Trust I, Ridgewood Electric Power Trust II, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power Growth Fund, Ridgewood/Egypt Fund, Ridgewood Power B Fund/Providence Expansion, Indeck Maine Energy, L.L.C., Ridgewood Providence Power Partners, L.P. Ridgewood Maine Hydro Partners, LP, Ridgewood UK, LLC (as plaintiffs), docket number L-6067-06, as well as any other claims, counterclaims, or cross-claims that have or may in the future be brought against the Company by Perelson Weiner LLP or any of its Affiliates, beneficiaries, assigns or any third parties and that arise out of the same facts. Additional Interests is defined in the Recitals. Affiliate has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended. Agency Agreement means the Agency Agreement of even date herewith in the form of Exhibit C hereto. Agreement is defined in the introductory paragraph. Allocation Schedule is defined in Section 10.1(h). Alternate Transaction is defined in Section 6.10(a). Ancillary Agreements means each of (1) the Assignment, Assumption, Release and Amendment Agreement and the Backup Agreement, (2) the Employee Transfer Agreement, (3) the RRP Indemnification Agreement, (4) the Letter Agreement, (5) the Agency Agreement, (6) the Buyer Guaranty, (7) the Sellers Omnibus Agreement, and (8) the Section 4.2(c) Indemnification Agreement. Assets means all the material properties and assets (whether real, personal, or mixed, whether tangible or intangible) that the Company owns, uses or holds for use in connection with the operation of the Projects, including all of the properties and assets reflected in the Companys Balance Sheet or purchased or acquired by the Company since the date of the Company Balance Sheet, but excluding properties and assets disposed of in the ordinary course of business. Assignment, Assumption, Release and Amendment Agreement means the Assignment, Assumption, Release and Amendment of Certificate of Purchase and Sale Agreement, among Constellation, the Company, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, RPMC, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence Expansion and Linwood, dated as of July 31, 2008. Backup Agreement means the Backup Certificate Agreement among the Company, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood and Rhode Island LFG Genco, LLC in the form of Exhibit F hereto. Bank Statements is defined in Section 6.12. Business Day means any day other than a Saturday, Sunday or day on which banks are legally closed for business in New York, New York. Buyer is defined in the introductory paragraph. Buyer Guaranty means the Guaranty Agreement of Buyer with respect to the Company for the benefit of certain parties to the Backup Agreement, in the form of Exhibit J hereto. Buyer Indemnified Parties means, collectively, Buyer, its Affiliates, its and their successors and permitted assigns, and all of their respective shareholders, trustees, directors, managers, members, officers, employees, agents and representatives. Buyer Project Company is one or more direct or indirect wholly-owned subsidiaries of Buyer set up by Buyer to hold the Interests following the Closing. Buyers Observers is defined in Section 6.4(b). Capital Commitments means either (i) binding contractual commitments to make capital expenditures relating to the Projects incurred by or on behalf of the Company on or after the Purchase Price Date, or (ii) planned capital expenditures relating to the Projects as of the Effective Date, which planned capital expenditures would be incurred by or on behalf of the Company, in each case as set forth in Schedule 5. Certificate Purchase Agreement means the Certificate Purchase and Sale Agreement dated April 30, 2003, among the Company, Constellation and the other parties thereto, as amended by that certain letter agreement dated January 25, 2006, by Amendment No. 1 thereto dated as of October 31, 2006 and by the Assignment, Assumption, Release and Amendment Agreement. Closing is defined in Section 2.2. Closing Date is defined in Section 2.2. Code means the Internal Revenue Code of 1986 as amended from time to time or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue Code as amended from time to time or any successor law. Commercially Reasonable Efforts me

Definitions from Sale Agreement

This Purchase and Sale Agreement (the Agreement) is entered into as of August 19, 2008 (the Effective Date), by and among Ridgewood Maine, L.L.C., a Delaware limited liability company (RM), and Indeck Energy Services, Inc., an Illinois corporation, (IES and together with RM, Sellers), Covanta Energy Corporation, a Delaware corporation (Buyer) and solely for purposes of Sections 6.2, 6.3, 6.4, 6.10(a), 6.11 through 6.14 and 6.16 hereof, Indeck Maine Energy, LLC, an Illinois limited liability company, (the Company). Buyer and Sellers are each referred to herein as a Party or, collectively as the Parties.

Definitions. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1: Account mean the Account as such term is defined in the Certificate Purchase Agreement. Accountant Claim means the answer and counterclaim filed in the Superior Court of New Jersey, Bergen County by Perelson Weiner LLP (as defendant) against Ridgewood Renewable Power LLC, Ridgewood Electric Power Trust I, Ridgewood Electric Power Trust II, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power Growth Fund, Ridgewood/Egypt Fund, Ridgewood Power B Fund/Providence Expansion, Indeck Maine Energy, L.L.C., Ridgewood Providence Power Partners, L.P. Ridgewood Maine Hydro Partners, LP, Ridgewood UK, LLC (as plaintiffs), docket number L-6067-06, as well as any other claims, counterclaims, or cross-claims that have or may in the future be brought against the Company by Perelson Weiner LLP or any of its Affiliates, beneficiaries, assigns or any third parties and that arise out of the same facts. Additional Interests is defined in the Recitals. Affiliate has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended. Agency Agreement means the Agency Agreement of even date herewith in the form of Exhibit C hereto. Agreement is defined in the introductory paragraph. Allocation Schedule is defined in Section 10.1(h). Alternate Transaction is defined in Section 6.10(a). Ancillary Agreements means each of (1) the Assignment, Assumption, Release and Amendment Agreement and the Backup Agreement, (2) the Employee Transfer Agreement, (3) the RRP Indemnification Agreement, (4) the Letter Agreement, (5) the Agency Agreement, (6) the Buyer Guaranty, (7) the Sellers Omnibus Agreement, and (8) the Section 4.2(c) Indemnification Agreement. Assets means all the material properties and assets (whether real, personal, or mixed, whether tangible or intangible) that the Company owns, uses or holds for use in connection with the operation of the Projects, including all of the properties and assets reflected in the Companys Balance Sheet or purchased or acquired by the Company since the date of the Company Balance Sheet, but excluding properties and assets disposed of in the ordinary course of business. Assignment, Assumption, Release and Amendment Agreement means the Assignment, Assumption, Release and Amendment of Certificate of Purchase and Sale Agreement, among Constellation, the Company, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, RPMC, Ridgewood Electric Power Trust III, Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence Expansion and Linwood, dated as of July 31, 2008. Backup Agreement means the Backup Certificate Agreement among the Company, Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood and Rhode Island LFG Genco, LLC in the form of Exhibit F hereto. Bank Statements is defined in Section 6.12. Business Day means any day other than a Saturday, Sunday or day on which banks are legally closed for business in New York, New York. Buyer is defined in the introductory paragraph. Buyer Guaranty means the Guaranty Agreement of Buyer with respect to the Company for the benefit of certain parties to the Backup Agreement, in the form of Exhibit J hereto. Buyer Indemnified Parties means, collectively, Buyer, its Affiliates, its and their successors and permitted assigns, and all of their respective shareholders, trustees, directors, managers, members, officers, employees, agents and representatives. Buyer Project Company is one or more direct or indirect wholly-owned subsidiaries of Buyer set up by Buyer to hold the Interests following the Closing. Buyers Observers is defined in Section 6.4(b). Capital Commitments means either (i) binding contractual commitments to make capital expenditures relating to the Projects incurred by or on behalf of the Company on or after the Purchase Price Date, or (ii) planned capital expenditures relating to the Projects as of the Effective Date, which planned capital expenditures would be incurred by or on behalf of the Company, in each case as set forth in Schedule 5. Certificate Purchase Agreement means the Certificate Purchase and Sale Agreement dated April 30, 2003, among the Company, Constellation and the other parties thereto, as amended by that certain letter agreement dated January 25, 2006, by Amendment No. 1 thereto dated as of October 31, 2006 and by the Assignment, Assumption, Release and Amendment Agreement. Closing is defined in Section 2.2. Closing Date is defined in Section 2.2. Code means the Internal Revenue Code of 1986 as amended from time to time or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue Code as amended from time to time or any successor law. Commercially Reasonable Efforts me