Owner Event of Default Uses in Definitions Clause

Definitions from Terminal Services Agreement

This Terminal Services Agreement (this Agreement) is made effective this 14th day of December, 2016 (Effective Date) by and between Enviva Port of Wilmington, LLC, a Delaware limited liability company (Owner), and Enviva, LP, a Delaware limited partnership (Customer), sometimes referred to individually as Party and collectively as Parties. In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions relating to the provision of marine terminal services related to the Biomass (as hereinafter defined).

Definitions. In this Agreement, unless the context requires otherwise, the terms defined in the preamble have the meanings indicated and the following terms will have the meanings indicated below: Affected Party has the meaning indicated in Section 8.1. Affiliate means, with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with, such Person; provided, that for purposes of this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise, and controlling, controlled by and under common control with have corresponding meanings. Agent means any contractor, agent, employee or other representative accessing the Terminal in connection with this Agreement on behalf of, at the request of or for the benefit of Customer. Bankrupt means with respect to any Person, such Person (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law; (b) has any such petition, action or proceeding filed or commenced against it and such petition, action or proceeding is not stayed or dismissed within sixty (60) Days after filing; (c) makes an assignment or any general arrangement for the benefit of creditors; (d) otherwise becomes insolvent; (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets; or (f) is generally unable to pay its debts as they become due. Base Index has the meaning indicated in Section 4.2(b). Berth has the meaning set forth in the Operation and Services Agreement. Biomass means free-flowing wood pellets comprised of wood fiber from pulpwood, timber harvest byproducts, and industrial residuals. Business Day means any Day that is not a Saturday, a Sunday or any other Day on which banks in the State of New York are permitted to close. Charter means a contract whereby an owner or operator of a Vessel contracts with Customer for the transportation of one or more Shipments. Claims means claims, demands, suits, or causes of action, whether at law or in equity, and whether based on statute, regulation, rule, ordinance, code or standard or on theories of contract, tort, strict liability or otherwise. Collateral has the meaning indicated in Section 12.6(a). Confidential Information has the meaning indicated in Section 17.1. Contract Year means each twelve (12) month period commencing on January 1; provided, that the first Contract Year shall begin on the Effective Date and end on December 31, 2016. Current Index has the meaning indicated in Section 4.2(b). Customer Event of Default has the meaning indicated in Section 12. Customer Group means, collectively, Customer, its parents and Affiliates, its Agents, and its and their respective managing members, general and limited partners, officers, directors, employees, and other representatives. Customer Notice of Termination has the meaning indicated in Section 12.4. Days means the consecutive twenty-four (24) hour period beginning at the start of the hour ending 01:00 Eastern prevailing time on any calendar day and ending at the completion of the hour ending 24:00 Eastern prevailing time on such calendar day. Default Interest Rate means, for any date, the lesser of (i) a per month rate of interest equal to one and one-half percent (1.5%) and (ii) the maximum rate permitted by Law. Delivery Point means, with respect to any delivery of Biomass by rail, the railcar unloading facility at the Terminal or, with respect to any delivery of Biomass by truck, Owners truck scale at the Terminal. Domes means each of the concrete structures at the Terminal used to protect Biomass pending its being loaded onto Vessels for transportation from the Terminal in accordance herewith. Event of Default means either a Customer Event of Default or an Owner Event of Default, as applicable. Excluded Period has the meaning indicated in Section 5.12. FIFO means the First-In-First-Out method for costing inventory, which method assumes that the first Biomass placed in inventory in a Dome is the first Biomass unloaded from such Dome. Financing Party means any and all banks or other providers of capital to Owner or Customer. FOB means FOB or Free on Board as defined in Incoterms 2010 as published by the International Chamber of Commerce. Force Majeure Event has the meaning set forth in Section 8.1. Good Industry Practices means using the standards, practices, methods and procedures and exercising the degree of skill, care, diligence, prudence and foresight that would be expected to be observed by a skilled and experienced operator in carrying out activities the same as or similar to the Terminal Services under the same or similar circumstanc

Definitions from Amended and Restated

This AMENDED AND RESTATED ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT is made and entered into as of this 31st day of August, 2015 (the "Execution Date"), by and between DESERT STATELINE LLC, a Delaware limited liability company ("Owner"), and FIRST SOLAR ELECTRIC (CALIFORNIA), INC., a Delaware corporation ("Contractor"). Each entity is sometimes individually referred to herein as a "Party" and the entities are sometimes collectively referred to herein as the "Parties."

Definitions. For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings."AAA" shall have the meaning set forth in Section 30.1(d)."AC" means alternating current."Actual Energy Performance" shall have the meaning set forth in Exhibit H-3."Adjusted Energy Performance Test" shall have the meaning set forth in Section 14.6."Adjusted Energy Performance Test Procedures" means the written test procedures, standards, protective settings and testing programs for the Adjusted Energy Performance Test developed pursuant to Section 12.2.4 and Exhibit H-3."Adjusted Expected Energy Performance" shall have the meaning set forth in Exhibit H-3."Affiliate" means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is under common Control with, or is Controlled by such specified Person. "Aggregate Consideration" means the sum of the Contract Price hereunder [***]."Agreement" means this Amended and Restated Engineering, Procurement and Construction Agreement, including all Exhibits hereto, as the same may be modified, amended or supplemented from time to time in accordance with the terms hereof."Applicable Law" means and includes any statute, license, law, rule, regulation, code, ordinance, judgment, arbitral award, Permit Requirement, decree, writ, legal requirement or order, of any national, federal, state or local court or other Governmental Authority, and the official, written judicial interpretations thereof, applicable to the Work, the Site, the Project or the Parties."Applicable Permit" means each federal, state, county, municipal, local or other license, consent, appraisal, authorization, ruling, exemption, variance, order, judgment, decree, declaration, regulation, certification, filing, recording, permit (including, where applicable, conditional permits), right of way or other approval with, from or of any Governmental Authority that is required by Applicable Law for the performance of the Work or ownership, operation or maintenance of the Project, including those set forth on Exhibit C."Bankrupt" means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (iv) generally does not pay its debts as they fall due."BLM" means the United States Department of the Interior - Bureau of Land Management."Block" means a group of one or more PCSs and the associated PV modules, mounting structures, and interconnecting equipment, including the PVCS, as further described in Exhibit J."Block Capacity Test" means a Capacity Test of each Block conducted in accordance with the testing procedures set forth in Exhibit H-2."Block Capacity Test Procedures" means the written test procedures, standards, protective settings and testing programs for the Block Capacity Tests developed pursuant to Section 12.2.1 and Exhibit H-2."BOP" means the Project Hardware and other items that are not part of a Block, but which are completed and transferred to Owner upon Turnover of such Block including, for example, the Interconnection Facilities, the operations and maintenance building, energy management systems equipment, Project roads, fencing and so forth, as further described in Exhibit A."Business Day" means any day, except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party's principal place of business in the continental United States (as of the Execution Date, Tempe, Arizona for Contractor and Atlanta, Georgia for Owner). The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received."CAISO" means the California Independent System Operator Corporation or any successor entity performing similar functions thereto."California Code" shall have the meaning set forth in Section 3.26."Capacity Liquidated Damages" means Initial Plant Capacity Liquidated Damages or Final Plant Capacity Liquidated Damages, as the case may be."Capacity Test" shall have the meaning set forth in Exhibit H-2."Capacity Test Procedures" means the written test procedures, standards, protective settings and testing programs for the Capacity Tests developed pursuant to Section 12.2.2 and Exhibit H-2."Change In Law" means the enactment, adoption, promulgation, modification (including a written cha

Definitions from Terminal Services Agreement

This Terminal Services Agreement (this Agreement) is made effective this 9th day of April, 2015 (Effective Date) by and between Enviva Port of Chesapeake, LLC, a Delaware limited liability company (Owner), and Enviva Wilmington Holdings, LLC, a Delaware limited liability company (Customer), sometimes referred to individually as Party and collectively as Parties. In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions relating to the provision of marine terminal services related to the Biomass (as hereinafter defined).

Definitions. In this Agreement, unless the context requires otherwise, the terms defined in the preamble have the meanings indicated and the following terms will have the meanings indicated below: Affected Party has the meaning indicated in Section 8.1. Affiliate means, with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with, such Person; provided, that for purposes of this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise, and controlling, controlled by and under common control with have corresponding meanings. Agent means any contractor, agent, employee or other representative accessing the Terminal in connection with this Agreement on behalf of, at the request of or for the benefit of Customer. Bankrupt means with respect to any Person, such Person (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law; (b) has any such petition, action or proceeding filed or commenced against it and such petition, action or proceeding is not stayed or dismissed within sixty (60) Days after filing; (c) makes an assignment or any general arrangement for the benefit of creditors; (d) otherwise becomes insolvent; (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets; or (f) is generally unable to pay its debts as they become due. Base Index has the meaning indicated in Section 4.2(b). Berth means the berth owned by Owner and attached to the Terminal. Biomass means free-flowing wood pellets comprised of wood fiber from pulpwood, timber harvest byproducts, and industrial residuals. Business Day means any Day that is not a Saturday, a Sunday or any other Day on which banks in the State of New York are permitted to close. Charter means a contract whereby an owner or operator of a Vessel contracts with Customer for the transportation of one or more Shipments. Claims means claims, demands, suits, or causes of action, whether at law or in equity, and whether based on statute, regulation, rule, ordinance, code or standard or on theories of contract, tort, strict liability or otherwise. Collateral has the meaning indicated in Section 12.6(a). Confidential Information has the meaning indicated in Section 17.1. Contract Year means each twelve (12) month period commencing on January 1; provided, that the first Contract Year shall begin on the Effective Date and end on December 31, 2014. Current Index has the meaning indicated in Section 4.2(b). Customer Event of Default has the meaning indicated in Section 12. Customer Group means, collectively, Customer, its parents and Affiliates, its Agents, and its and their respective managing members, general and limited partners, officers, directors, employees, and other representatives. Customer Notice of Termination has the meaning indicated in Section 12.4. Days means the consecutive twenty-four (24) hour period beginning at the start of the hour ending 01:00 Eastern prevailing time on any calendar day and ending at the completion of the hour ending 24:00 Eastern prevailing time on such calendar day. Default Interest Rate means, for any date, the lesser of (i) a per month rate of interest equal to one and one-half percent (1.5%) and (ii) the maximum rate permitted by Law. Delivery Point means Owners truck scale at the Terminal. Domes means each of the concrete structures at the Terminal used to protect Biomass pending its being loaded onto Vessels for transportation from the Terminal in accordance herewith. Event of Default means either a Customer Event of Default or an Owner Event of Default, as applicable. Excluded Period has the meaning indicated in Section 5.11. FIFO means the First-In-First-Out method for costing inventory, which method assumes that the first Biomass placed in inventory in a Dome is the first Biomass unloaded from such Dome. Financing Party means any and all banks or other providers of capital to Owner or Customer. FOB means FOB or Free on Board as defined in Incoterms 2010 as published by the International Chamber of Commerce. Force Majeure Event has the meaning set forth in Section 8.1. Good Industry Practices means using the standards, practices, methods and procedures and exercising the degree of skill, care, diligence, prudence and foresight that would be expected to be observed by a skilled and experienced operator in carrying out activities the same as or similar to the Terminal Services under the same or similar circumstances as those contemplated by this Agreement. Governmental Entity means any national, regional, state, provincial, municipal or local authority (including the

Definitions from Terminal Services Agreement

This Terminal Services Agreement (this Agreement) is made effective this 24th day of November, 2014 (Effective Date) by and between Enviva Port of Chesapeake, LLC, a Delaware limited liability company (Owner), and Enviva Wilmington Holdings, LLC, a Delaware limited liability company (Customer), sometimes referred to individually as Party and collectively as Parties. In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions relating to the provision of marine terminal services related to the Biomass (as hereinafter defined).

Definitions. In this Agreement, unless the context requires otherwise, the terms defined in the preamble have the meanings indicated and the following terms will have the meanings indicated below: Affected Party has the meaning indicated in Section 8.1. Affiliate means, with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with, such Person; provided, that for purposes of this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise, and controlling, controlled by and under common control with have corresponding meanings. Agent means any contractor, agent, employee or other representative accessing the Terminal in connection with this Agreement on behalf of, at the request of or for the benefit of Customer. Bankrupt means with respect to any Person, such Person (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law; (b) has any such petition, action or proceeding filed or commenced against it and such petition, action or proceeding is not stayed or dismissed within sixty (60) Days after filing; (c) makes an assignment or any general arrangement for the benefit of creditors; (d) otherwise becomes insolvent; (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets; or (f) is generally unable to pay its debts as they become due. Base Index has the meaning indicated in Section 4.2(b). Berth means the berth owned by Owner and attached to the Terminal. Biomass means free-flowing wood pellets comprised of wood fiber from pulpwood, timber harvest byproducts, and industrial residuals. Business Day means any Day that is not a Saturday, a Sunday or any other Day on which banks in the State of New York are permitted to close. Charter means a contract whereby an owner or operator of a Vessel contracts with Customer for the transportation of one or more Shipments. Claims means claims, demands, suits, or causes of action, whether at law or in equity, and whether based on statute, regulation, rule, ordinance, code or standard or on theories of contract, tort, strict liability or otherwise. Collateral has the meaning indicated in Section 12.6(a). Commencement Date means the date on which the Source Plant has commenced the production of wood pellets at the Source Plant. Confidential Information has the meaning indicated in Section 17.1. Contract Year means each twelve (12) month period commencing on January 1; provided, that the first Contract Year shall begin on the Effective Date and end on December 31, 2014. Current Index has the meaning indicated in Section 4.2(b). Customer Event of Default has the meaning indicated in Section 12. Customer Group means, collectively, Customer, its parents and Affiliates, its Agents, and its and their respective managing members, general and limited partners, officers, directors, employees, and other representatives. Customer Notice of Termination has the meaning indicated in Section 12.4. Days means the consecutive twenty-four (24) hour period beginning at the start of the hour ending 01:00 Eastern prevailing time on any calendar day and ending at the completion of the hour ending 24:00 Eastern prevailing time on such calendar day. Default Interest Rate means, for any date, the lesser of (i) a per month rate of interest equal to one and one-half percent (1.5%) and (ii) the maximum rate permitted by Law. Delivery Point means Owners truck scale at the Terminal. Domes means each of the concrete structures at the Terminal used to protect Biomass pending its being loaded onto Vessels for transportation from the Terminal in accordance herewith. Event of Default means either a Customer Event of Default or an Owner Event of Default, as applicable. Excluded Period has the meaning indicated in Section 5.11. FIFO means the First-In-First-Out method for costing inventory, which method assumes that the first Biomass placed in inventory in a Dome is the first Biomass unloaded from such Dome. Financing Party means any and all banks or other providers of capital to Owner or Customer. FOB means FOB or Free on Board as defined in Incoterms 2010 as published by the International Chamber of Commerce. Force Majeure Event has the meaning set forth in Section 8.1. Good Industry Practices means using the standards, practices, methods and procedures and exercising the degree of skill, care, diligence, prudence and foresight that would be expected to be observed by a skilled and experienced operator in carrying out activities the same as or similar to the Terminal Services under the same or similar circumstances as those contemplated by this

Definitions from Terminal Services Agreement

This Terminal Services Agreement (this Agreement) is made effective this day of , 2015 (Effective Date) by and between Enviva Port of Chesapeake, LLC, a Delaware limited liability company (Owner), and Enviva Wilmington Holdings, LLC, a Delaware limited liability company (Customer), sometimes referred to individually as Party and collectively as Parties. In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions relating to the provision of marine terminal services related to the Biomass (as hereinafter defined).

Definitions. In this Agreement, unless the context requires otherwise, the terms defined in the preamble have the meanings indicated and the following terms will have the meanings indicated below: Affected Party has the meaning indicated in Section 8.1. Affiliate means, with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with, such Person; provided, that for purposes of this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise, and controlling, controlled by and under common control with have corresponding meanings. Agent means any contractor, agent, employee or other representative accessing the Terminal in connection with this Agreement on behalf of, at the request of or for the benefit of Customer. Bankrupt means with respect to any Person, such Person (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Law; (b) has any such petition, action or proceeding filed or commenced against it and such petition, action or proceeding is not stayed or dismissed within sixty (60) Days after filing; (c) makes an assignment or any general arrangement for the benefit of creditors; (d) otherwise becomes insolvent; (e) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets; or (f) is generally unable to pay its debts as they become due. Base Index has the meaning indicated in Section 4.2(b). Berth means the berth owned by Owner and attached to the Terminal. Biomass means free-flowing wood pellets comprised of wood fiber from pulpwood, timber harvest byproducts, and industrial residuals. Business Day means any Day that is not a Saturday, a Sunday or any other Day on which banks in the State of New York are permitted to close. Charter means a contract whereby an owner or operator of a Vessel contracts with Customer for the transportation of one or more Shipments. Claims means claims, demands, suits, or causes of action, whether at law or in equity, and whether based on statute, regulation, rule, ordinance, code or standard or on theories of contract, tort, strict liability or otherwise. Collateral has the meaning indicated in Section 12.6(a). Confidential Information has the meaning indicated in Section 17.1. Contract Year means each twelve (12) month period commencing on January 1; provided, that the first Contract Year shall begin on the Effective Date and end on December 31, 2015. Current Index has the meaning indicated in Section 4.2(b). Customer Event of Default has the meaning indicated in Section 12. Customer Group means, collectively, Customer, its parents and Affiliates, its Agents, and its and their respective managing members, general and limited partners, officers, directors, employees, and other representatives. Customer Notice of Termination has the meaning indicated in Section 12.4. Days means the consecutive twenty-four (24) hour period beginning at the start of the hour ending 01:00 Eastern prevailing time on any calendar day and ending at the completion of the hour ending 24:00 Eastern prevailing time on such calendar day. Default Interest Rate means, for any date, the lesser of (i) a per month rate of interest equal to one and one-half percent (1.5%) and (ii) the maximum rate permitted by Law. Delivery Point means Owners truck scale at the Terminal. Domes means each of the concrete structures at the Terminal used to protect Biomass pending its being loaded onto Vessels for transportation from the Terminal in accordance herewith. Event of Default means either a Customer Event of Default or an Owner Event of Default, as applicable. Excluded Period has the meaning indicated in Section 5.11. FIFO means the First-In-First-Out method for costing inventory, which method assumes that the first Biomass placed in inventory in a Dome is the first Biomass unloaded from such Dome. Financing Party means any and all banks or other providers of capital to Owner or Customer. FOB means FOB or Free on Board as defined in Incoterms 2010 as published by the International Chamber of Commerce. Force Majeure Event has the meaning set forth in Section 8.1. Good Industry Practices means using the standards, practices, methods and procedures and exercising the degree of skill, care, diligence, prudence and foresight that would be expected to be observed by a skilled and experienced operator in carrying out activities the same as or similar to the Terminal Services under the same or similar circumstances as those contemplated by this Agreement. Governmental Entity means any national, regional, state, provincial, municipal or local authority (including the

Definitions from Engineering Procurement and Construction Agreement

This ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT is made and entered into as of this 30th day of September, 2011 (the "Effective Date"), between High Plains Ranch II, LLC, a Delaware limited liability company ("HPR II" or "Owner") and SunPower Corporation, Systems, a Delaware corporation ("Contractor"). Each entity is sometimes individually referred to herein as a "Party" and the entities are sometimes collectively referred to herein as the "Parties."

Definitions. For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings."AC" or "ac" means alternating current."Affiliate" means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is under common Control with, or is Controlled by such specified Person. "After-Tax Basis" shall mean, with respect to any indemnified amount to or for the benefit of a person (the "recipient") that is required to be paid on such basis, the indemnified amount increased so that, after deduction of the amount of all Taxes (assuming for this purpose that the recipient of such payment is a U.S. corporation whose only taxable income arises in connection with the Project and this Agreement and is subject to taxation at the highest federal rate generally applicable to persons of the same type as the recipient for the year in which such income is taxable and at a marginal rate of state and local tax rate of (***%) required to be paid by the recipient (less any tax savings realized and the present value (determined using a discount rate equal to *** percent (***%)) of any tax savings projected to be realized as a result of the payment of the indemnified amount, in each case using the same tax rate assumptions as set forth in the immediately preceding parenthetical phrase) with respect to the receipt by the recipient of such amounts (as reasonably estimated by the recipient), such increased payment (as so reduced) is equal to the indemnified amount otherwise required to be paid. "Agreement" means this Engineering, Procurement and Construction Agreement, including all Exhibits hereto, as the same may be modified, amended or supplemented from time to time in accordance with the terms hereof."Applicable Law" means and includes any statute, license, law, rule, regulation, code, ordinance, judgment, Permit Requirement, decree, writ, legal requirement or order, of any national, federal, state or local court or other Governmental Authority, and the official, written judicial interpretations thereof, applicable to the Work, the Site, the PV Power Plant or the Parties."Applicable Permit" means each national, state, local or other license, consent, appraisal, authorization, ruling, exemption, variance, order, judgment, decree, declaration, regulation, certification, filing, recording, permit (including, where applicable, conditional permits) or other approval with, from or of any Governmental Authority, including each and every environmental, construction, operating or occupancy permit, that is required by Applicable Law for the performance of the Work and the ownership or operation of the PV Power Plant, including those set forth on Exhibits C-1 and C-2."Approved Bank" means a bank (i) that has net assets of not less than $100,000,000,000 and the long term senior debt obligations of which are rated of at least "AA" or better by Standard and Poor's Rating Services, Inc. or "Aa2" or better by Moody's Investor Services, Inc. and (ii) that has an office or branch in United States."As-Built Drawings" means a complete set of as-built drawings prepared in accordance with Applicable Laws and which in all material respects accurately depicts and represents the completed PV Power Plant as constructed and installed.*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION."Assignment and Assumption Agreement" means that Assignment and Assumption Agreement dated August 17, 2011, by and between Fluor Constructors International, Inc. and the Contractor attached hereto as Exhibit Z-1."Authorized Officer" has the meaning set forth in Section 31.3."Block" means a grouping of Systems and the portion of the Work required to complete a Block, as specified in Exhibit T, that is treated as a separate portion of the Work under this Agreement for purposes of schedule, sequencing, commissioning, testing and completion. The Parties understand and agree that the Blocks may proceed in overlapping schedules, so that during some periods, various Blocks may be under construction simultaneously."Block Substantial Completion" means, with respect to the initial Block, the satisfaction (or waiver by Owner) of the requirements set forth in Section 15.1.1, and with respect to each additional Block thereafter, the satisfaction (or waiver in writing by Owner) of the requirements set forth in Section 15.1.2."Block Substantial Completion Certificate" means, for any Block, a certificate signifying that Block Substantial Completion for such Block has occurred, in the form of the attached Exhibit X-1. "Block Substantial Completion Date" means, for each Block, the date on which the Block Substantial Completion with respect to such Block occurred, determined in accordance with Section 15.5."Block Substantial Completion Test" means the Performance Acceptance Tests to be performed