Common use of Early Termination Amount Clause in Contracts

Early Termination Amount. The Early Termination Amount is calculated as follows in the periods identified: For the period from and including the Signing Date to the period immediately prior to the COD, the Early Termination Amount is $[insert]. [Note: for the purpose of determining the amount payable as an Early Termination Amount for termination by the Commonwealth prior to the COD for Project Operator default, the Commonwealth has calculated a genuine pre-estimate of its loss at greater than $4,000,000. However, in recognition of the fact that Projects will have a different Maximum Capacity, the Commonwealth is willing to set the Early Termination Amount, for termination for default prior to COD, to which the Commonwealth is entitled under this Schedule 5 at a lower amount for value for money reasons. The amount will be calculated using the following formula: $20,000 per MW multiplied by the Maximum Capacity, up to a maximum amount of $4,000,000. The shortlisted Proponent is required to provide that amount here as part of its Financial Value Bid in Stage B of the Tender Process.] For the period from and including the COD to the end of the Term, the Early Termination Amount is calculated as follows: where: ETA = the Early Termination Amount A = the aggregate of the net increase in the support amounts to which the Commonwealth is exposed under a replacement agreement on substantially the same terms as this agreement with a new operator over and above the support amounts to which the Commonwealth would have been exposed under this agreement had it not been terminated (assuming for that comparison that the Commonwealth would be exposed to pay Project Operator the Annual Payment Cap under this agreement and the new operator the Annual Payment Cap under the new agreement in each case as determined over the remaining Financial Years over the remainder of the Support Period, determined on the assumption that this agreement has not been terminated) which for the purpose of this Schedule 5 is calculated as follows: A = (∑MCRSY) x 10% Where ∑MCRSY = the sum of the Annual Payment Cap over the remaining Financial Years in the remainder of the Support Period, determined on the assumption that this agreement has not been terminated; B = the reasonable and proper internal and external costs incurred by or on behalf of the Commonwealth in carrying out a tender process to identify another project to replace the Maximum Capacity of the Project which for the purpose of this provision is fixed at $15 million (indexed); C = any Liability of Project Operator to the Commonwealth under this agreement as at the date on which this agreement is terminated; D = any other additional internal and external costs reasonably incurred by the Commonwealth as a direct result of the termination of this agreement; E = any gains that have accrued, or will accrue, to Project Operator as a result of terminating any finance or hedge agreement related to the Project including as a result of terminating, reversing or closing out any derivative position (in part or full) or arising from the prepayment of any debt or interest; and F = any Liability of the Commonwealth to Project Operator under this agreement as at the date on which this agreement is terminated. Commonwealth Policy and Other Requirements Project Operator is required to comply with the Commonwealth policies and other requirements set out in this Schedule 6. Some of the Commonwealth policies identified below have been modified to suit the subject matter of this agreement and Project Operator is only required to comply with that part of the Commonwealth policy and requirements referred to and set out below.

Early Termination Amount. The Early Termination Amount is calculated as follows in the periods identified: For the period from and including the Signing Date to the period immediately prior to the COD, the Early Termination Amount is $[insert]. [Note: for the purpose of determining the amount payable as an Early Termination Amount for termination by the Commonwealth prior to the COD for Project Operator default, the Commonwealth has calculated a genuine pre-estimate of its loss at greater than $4,000,000. However, in recognition of the fact that Projects will have a different Maximum Capacity, the Commonwealth is willing to set the Early Termination Amount, for termination for default prior to COD, to which the Commonwealth is entitled under this Schedule 5 at a lower amount for value for money reasons. The amount will be calculated using the following formula: $20,000 per MW multiplied by the Maximum Capacity, up to a maximum amount of $4,000,000. The shortlisted Proponent is required to provide that amount here as part of its Financial Value Bid in Stage B of the Tender Process.] For the period from and including the COD to the end of the Term, the Early Termination Amount is calculated as follows: whereWhere: ETA = the Early Termination Amount A = the aggregate of the net increase in the support amounts to which the Commonwealth is exposed under a replacement agreement on substantially the same terms as this agreement with a new operator over and above the support amounts to which the Commonwealth would have been exposed under this agreement had it not been terminated (assuming for that comparison that the Commonwealth would be exposed to pay Project Operator the Annual Payment Cap under this agreement and the new operator the Annual Payment Cap under the new agreement in each case as determined over the remaining Financial Support Years over the remainder of the Support Period, Term under this agreement determined on the assumption that this agreement has not been terminated) which for the purpose of this Schedule 5 is calculated as follows: A = (∑MCRSY) x 10% Where ∑MCRSY = the sum of the Annual Payment Cap over the remaining Financial Support Years in the remainder of the Support PeriodTerm under this agreement, determined on the assumption that this agreement has not been terminated; B = the reasonable and proper internal and external costs incurred by or on behalf of the Commonwealth in carrying out a tender process to identify another project to replace the Maximum Export Capacity of the Project which which, for the purpose of this provision is fixed at $15 million (indexed); C = any Liability of Project Operator to the Commonwealth under this agreement as at the date on which this agreement is terminated; D = any other additional internal and external costs reasonably incurred by the Commonwealth as a direct result of the termination of this agreement; E = any gains that have accrued, or will accrue, to Project Operator as a result of terminating any finance or hedge agreement related to the Project including as a result of terminating, reversing or closing out any derivative position (in part or full) or arising from the prepayment of any debt or interest; and F = any Liability of the Commonwealth to Project Operator under this agreement as at the date on which this agreement is terminated. Commonwealth Policy and Other Requirements Project Operator is required to comply with the Commonwealth policies and other requirements set out in this Schedule 6. Some of the Commonwealth policies identified below have been modified to suit the subject matter of this agreement and Project Operator is only required to comply with that part of the Commonwealth policy and requirements referred to and set out below.

Early Termination Amount. The Early Termination Amount is calculated as follows in the periods identified: For the period from and including the Signing Date to the period immediately prior to the COD, the Early Termination Amount is $[insert]. [Note: for the purpose of determining the amount payable as (a) If an Early Termination Amount for termination by the Commonwealth prior to the COD for Project Operator defaultDate is established, the Commonwealth has calculated a genuine pre-estimate of its loss at greater than $4,000,000. However, in recognition of the fact that Projects will have a different Maximum Capacity, the Commonwealth is willing to set the Early Termination Amount, for termination for default prior to COD, to which the Commonwealth is entitled under this Schedule 5 at a lower amount for value for money reasons. The amount will be calculated using the following formula: $20,000 per MW multiplied by the Maximum Capacity, up to a maximum amount of $4,000,000. The shortlisted Proponent is required to provide that amount here as part of its Financial Value Bid in Stage B of the Tender Process.] For the period from and including the COD to the end of the Term, the Early Termination Amount is calculated as follows: where: ETA = the Early Termination Amount A = the aggregate of the net increase in the support amounts to which the Commonwealth is exposed under a replacement agreement on substantially the same terms as this agreement with a new operator over and above the support amounts to which the Commonwealth would have been exposed under this agreement had it not been terminated (assuming for that comparison that the Commonwealth would be exposed to pay Project Operator the Annual Payment Cap under this agreement and the new operator the Annual Payment Cap under the new agreement Defaulting Party is EOTT, EGLX xxall in each case as determined over the remaining Financial Years over the remainder of the Support Periodgood faith calculate its Gains, determined on the assumption that this agreement has not been terminated) which for the purpose of this Schedule 5 is calculated as follows: A = (∑MCRSY) x 10% Where ∑MCRSY = the sum of the Annual Payment Cap over the remaining Financial Years in the remainder of the Support PeriodLosses, determined on the assumption that this agreement has not been terminated; B = the reasonable and proper internal and external costs incurred by or on behalf of the Commonwealth in carrying out a tender process to identify another project to replace the Maximum Capacity of the Project which for the purpose of this provision is fixed at $15 million (indexed); C = any Liability of Project Operator to the Commonwealth under this agreement as at the date on which this agreement is terminated; D = any other additional internal and external costs reasonably incurred by the Commonwealth as a direct result of Costs resulting from the termination of this agreement; E = any gains that have accruedAgreement, and then notify EOTT of the net amount owed or will accrueowing, not to exceed an amount owed by EOTT equal to the amount calculated in accordance with Schedule F attached hereto for the calendar quarter in which this Agreement terminates pursuant to this Section 13.2 (the "EOTT Payment Limit"). In determining Gains and Losses for such purpose, EGLX xxall (i) use published forward price curves for the market price of Products and Feedstocks to the extent available, and, to Project Operator the extent published forward price curves are not available, forward price curves for the market price of Products and Feedstocks as developed by an independent third party which has experience in evaluating forward price curves for Feedstocks and Products, mutually agreed to by the Parties, and (ii) determine the present value of any future amounts using a result discount rate of terminating 14%. If EGLI's aggregate Losses and Costs exceed its aggregate Gains, EOTT shall, within five (5) days of its receipt of such notice, pay the net amount to EGLX, xubject to the EOTT Payment Limit. If EGLI's aggregate Gains exceed its aggregate Losses and Costs resulting from such early termination, EOTT shall have no payment obligation under this Section. (b) If an Early Termination Date is established, and the Defaulting Party is EGLX, XOTT shall in good faith calculate its Gains, Losses, and Costs resulting from the termination of this Agreement, and then notify EGLX xx the net amount owed or owing, not to exceed an amount owed by EGLX xxual to the present value of a payment stream equal to the applicable Minimum Quarterly Conversion multiplied by the Conversion Fee at the time of the determination for each of the calendar quarters which would have been remaining in the Term of this Agreement but for the establishment of an Early Termination Date (such present value amount being the "EGLX Xxyment Limit"). In determining Gains and Losses for such purpose, EOTT shall determine the present value of any finance or hedge agreement future amounts using a discount rate of 14% and such Losses shall exclude any amounts related to the Project including as a result of terminating, reversing or closing out any derivative position (in part or full) or arising from the prepayment of any debt or interest; and F = any Liability permanent shut down of the Commonwealth facilities or termination of long-term contracts EOTT has used to Project Operator convert Products hereunder, but shall include $[*****] for general damages. If EOTT's aggregate Losses and Costs exceed its aggregate Gains, EGLX xxall, within five (5) days of its receipt of such notice, pay the net amount to EOTT, subject to the EGLX Xxyment Limit, unless EGLX xxen elects to voluntarily terminate this Agreement in accordance with Section 14, in which case the provisions of Section 14 shall control. If EOTT's aggregate Gains exceed its aggregate Losses and Costs resulting from such early termination, EGLX xxall have no payment obligation under this agreement Section. (c) In either case, the Non-Defaulting Party shall determine its Gains, Losses, and Costs as of the Early Termination Date, or, if that is not possible, at the earliest date on which this agreement thereafter that is terminated. Commonwealth Policy and Other Requirements Project Operator is required to comply with the Commonwealth policies and other requirements set out in this Schedule 6. Some of the Commonwealth policies identified below have been modified to suit the subject matter of this agreement and Project Operator is only required to comply with that part of the Commonwealth policy and requirements referred to and set out belowreasonably possible.

Early Termination Amount. The Early Termination Amount is calculated as follows in the periods identified: For the period from and including the Signing Date to the period immediately prior to the COD, the Early Termination Amount is $[insert]. [Note: for the purpose of determining the amount payable as an Early Termination Amount for termination by the Commonwealth prior to the COD for Project Operator default, the Commonwealth has calculated a genuine pre-estimate of its loss at greater than $4,000,000. However, in recognition of the fact that Projects will have a different Maximum Capacity, the Commonwealth is willing to set the Early Termination Amount, for termination for default prior to COD, to which the Commonwealth is entitled under this Schedule 5 at a lower amount for value for money reasons. The amount will be calculated using the following formula: $20,000 per MW multiplied by the Maximum Capacity, up to a maximum amount of $4,000,000. The shortlisted Proponent is required to provide that amount here as part of its Financial Value Bid in Stage B of the Tender Process.] For the period from and including the COD to the end of the Term, the Early Termination Amount is calculated as follows: whereWhere: ETA = the Early Termination Amount Payment A = the aggregate of the net increase in the support amounts to which the Commonwealth is exposed under a replacement agreement on substantially the same terms as this agreement with a new operator over and above the support amounts to which the Commonwealth would have been exposed under this agreement had it not been terminated (assuming for that comparison that the Commonwealth would be exposed to pay Project Operator the Annual Payment Cap under this agreement and the new operator the Annual Payment Cap under the new agreement in each case as determined over the remaining Financial Years over the remainder of the Support Period, Term under this agreement determined on the assumption that this agreement has not been terminated) which for the purpose of this Schedule 5 section 1 is calculated as follows: A = (∑MCRSY) x 10% Where ∑MCRSY = the sum of the Annual Payment Cap over the remaining Financial Years in the remainder of the Support PeriodTerm under this agreement, determined on the assumption that this agreement has not been terminated; B = the reasonable and proper internal and external costs incurred by or on behalf of the Commonwealth in carrying out a tender process to identify another project to replace the Maximum Capacity of the Project which for the purpose of this provision section 1 is fixed at $15 million (indexed); C = any Liability of Project Operator to the Commonwealth under this agreement as at the date on which this agreement is terminated; D = any other additional internal and external costs reasonably incurred by the Commonwealth as a direct result of the termination of this agreement; E = any gains that which have accrued, or will accrue, to Project Operator as a result of terminating any finance or hedge agreement related to the Project including as a result of terminating, reversing or closing out any derivative position (in part or full) or arising from the prepayment of any debt or interest; and F = any Liability of the Commonwealth to Project Operator under this agreement as at the date on which this agreement is terminated. Commonwealth Policy and Other Requirements Project Operator is required to comply with the Commonwealth policies and other requirements as set out in this Schedule 6. Some Please note that some of the Commonwealth policies identified below have been modified to suit the subject matter of this agreement and Project Operator is only required to comply with that part of the Commonwealth policy and requirements referred to and set out below.

Early Termination Amount. The Early Termination Amount is calculated as follows in the periods identified: For the period from and including the Signing Date to the period immediately prior to the COD, the Early Termination Amount is $[insert]. [Note: for the purpose of determining the amount payable as (a) If an Early Termination Amount for termination by the Commonwealth prior to the COD for Project Operator defaultDate is established, the Commonwealth has calculated a genuine pre-estimate of its loss at greater than $4,000,000. However, in recognition of the fact that Projects will have a different Maximum Capacity, the Commonwealth is willing to set the Early Termination Amount, for termination for default prior to COD, to which the Commonwealth is entitled under this Schedule 5 at a lower amount for value for money reasons. The amount will be calculated using the following formula: $20,000 per MW multiplied by the Maximum Capacity, up to a maximum amount of $4,000,000. The shortlisted Proponent is required to provide that amount here as part of its Financial Value Bid in Stage B of the Tender Process.] For the period from and including the COD to the end of the Term, the Early Termination Amount is calculated as follows: where: ETA = the Early Termination Amount A = the aggregate of the net increase in the support amounts to which the Commonwealth is exposed under a replacement agreement on substantially the same terms as this agreement with a new operator over and above the support amounts to which the Commonwealth would have been exposed under this agreement had it not been terminated (assuming for that comparison that the Commonwealth would be exposed to pay Project Operator the Annual Payment Cap under this agreement and the new operator the Annual Payment Cap under the new agreement Defaulting Party is EOTT, EGLI shall in each case as determined over the remaining Financial Years over the remainder of the Support Periodgood faith calculate its Gains, determined on the assumption that this agreement has not been terminated) which for the purpose of this Schedule 5 is calculated as follows: A = (∑MCRSY) x 10% Where ∑MCRSY = the sum of the Annual Payment Cap over the remaining Financial Years in the remainder of the Support PeriodLosses, determined on the assumption that this agreement has not been terminated; B = the reasonable and proper internal and external costs incurred by or on behalf of the Commonwealth in carrying out a tender process to identify another project to replace the Maximum Capacity of the Project which for the purpose of this provision is fixed at $15 million (indexed); C = any Liability of Project Operator to the Commonwealth under this agreement as at the date on which this agreement is terminated; D = any other additional internal and external costs reasonably incurred by the Commonwealth as a direct result of Costs resuxxxxg from the termination of this agreement; E = any gains that have accruedAgreement, and then notify EOTT of the net amount owed or will accrueowing, not to exceed an amount owed by EOTT equal to the amount calculated in accordance with Schedule F attached hereto for the calendar quarter in which this Agreement terminates pursuant to this Section 13.2 (the "EOTT Payment Limit"). In determining Gains and Losses for such purpose, EGLI shall (i) use published forward price curves for the market prixx xf Products and Feedstocks to the extent available, and, to Project Operator the extent published forward price curves are not available, forward price curves for the market price of Products and Feedstocks as developed by an independent third party which has experience in evaluating forward price curves for Feedstocks and Products, mutually agreed to by the Parties, and (ii) determine the present value of any future amounts using a result discount rate of terminating 14%. If EGLI's aggregate Losses and Costs exceed its aggregate Gains, EOTT shall, within five (5) days of its receipt of such notice, pay the net amount to EGLI, subject to the EOTT Payment Limit. If EGLI's aggregate Gains exxxxd its aggregate Losses and Costs resulting from such early termination, EOTT shall have no payment obligation under this Section. (b) If an Early Termination Date is established, and the Defaulting Party is EGLI, EOTT shall in good faith calculate its Gains, Losses, and Costx xxsulting from the termination of this Agreement, and then notify EGLI of the net amount owed or owing, not to exceed an amount owed bx XXLI equal to the present value of a payment stream equal to the appxxxxble Minimum Quarterly Conversion multiplied by the Conversion Fee at the time of the determination for each of the calendar quarters which would have been remaining in the Term of this Agreement but for the establishment of an Early Termination Date (such present value amount being the "EGLI Payment Limit"). In determining Gains and Losses for such purpoxx, EOTT shall determine the present value of any finance or hedge agreement future amounts using a discount rate of 14% and such Losses shall exclude any amounts related to the Project including as a result of terminating, reversing or closing out any derivative position (in part or full) or arising from the prepayment of any debt or interest; and F = any Liability permanent shut down of the Commonwealth facilities or termination of long-term contracts EOTT has used to Project Operator convert Products hereunder, but shall include $20,000,000 for general damages. if EOTT's aggregate Losses and Costs exceed its aggregate Gains, EGLI shall,. within five (5) days of its receipt of such notice, pay xxx net amount to EOTT, subject to the EGLI Payment Limit, unless EGLI then elects to voluntarily terminate xxxs Agreement in accordanxx xith Section 14, in which case the provisions of Section 14 shall control. if EOTT's aggregate Gains exceed its aggregate Losses and Costs resulting from such early termination, EGLI shall have no payment obligation under this agreement Section. (x) In either case, the Non-Defaulting Party shall determine its Gains, Losses, and Costs as of the Early Termination Date, or, if that is not possible, at the earliest date on which this agreement thereafter that is terminated. Commonwealth Policy and Other Requirements Project Operator is required to comply with the Commonwealth policies and other requirements set out in this Schedule 6. Some of the Commonwealth policies identified below have been modified to suit the subject matter of this agreement and Project Operator is only required to comply with that part of the Commonwealth policy and requirements referred to and set out belowreasonably possible.