Common use of Independent Credit Threshold Clause in Contracts

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit Threshold. (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB-“from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : i. the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX SSO Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. If the SSO Supplier and an Affiliate(s) are both winning bidders in the Solicitation for the provision of SSO Supply, then the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s) will proportionally share the maximum level of the ICT using the highest rating as determined for the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s). The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 ii. for a XXXX Supplier SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX ICT granted to the SSO Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : i. the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or ii. the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies Duke Energy Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies Duke Energy Ohio as a condition of being granted an ICT: : i. for the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the this Agreement on behalf of the XXXX SSO Supplier has the authority to execute the this Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the this Agreement. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or ii. for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit Threshold. (a) . For the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB-“from BB‑“from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) . For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) . The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit Threshold. (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB-“from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount.The (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Effective

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT. For BGS-RSCP Suppliers who cannot meet the following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier shall meet the following requirements: the XXXX Supplier must (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or ), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Xxxxx’x Fitch A.M. Best Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two 1 “TNW” means Tangible Net Worth. highest ratings are common, then such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may could be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) through the Guaranty is the binding and enforceable obligation of the Guarantor (see standard format in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Appendix

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : i. the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’sXxxxx’x”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s Xxxxx’x, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX SSO Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. If the SSO Supplier and an Affiliate(s) are both winning bidders in the Solicitation for the provision of SSO Supply, then the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s) will proportionally share the maximum level of the ICT using the highest rating as determined for the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s). The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Xxxxx’x Xxxxx Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 ii. for a XXXX Supplier SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX ICT granted to the SSO Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : i. the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or ii. the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies Duke Energy Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies Duke Energy Ohio as a condition of being granted an ICT: : i. for the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the this Agreement on behalf of the XXXX SSO Supplier has the authority to execute the this Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the this Agreement. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or ii. for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX SSO Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. If the SSO Supplier and an Affiliate(s) are both winning bidders in the Solicitation for the provision of SSO Supply, then the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s) will proportionally share the maximum level of the ICT using the highest rating as determined for the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s). The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Moody’s Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a XXXX Supplier SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX ICT granted to the SSO Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or (ii) the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies AEP Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies AEP Ohio as a condition of being granted an ICT: : (i) for the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the this Agreement on behalf of the XXXX SSO Supplier has the authority to execute the this Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the this Agreement. The Companies AEP Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or (ii) for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies AEP Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement exceeds its ICT. (e) Under no circumstances shall the ICT hereunder plus any other independent credit threshold granted to the SSO Supplier or its Guarantor under any Other Energy Supply Agreement exceed the maximum ICT hereunder.

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX SSO Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. If the SSO Supplier and an Affiliate(s) are both winning bidders in the Solicitation for the provision of SSO Supply, then the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s) will proportionally share the maximum level of the ICT using the highest rating as determined for the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s). The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a XXXX Supplier SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX ICT granted to the SSO Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or (ii) the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies AEP Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies AEP Ohio as a condition of being granted an ICT: : (i) for the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the this Agreement on behalf of the XXXX SSO Supplier has the authority to execute the this Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the this Agreement. The Companies AEP Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or (ii) for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies AEP Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement exceeds its ICT. (e) Under no circumstances shall the ICT hereunder plus any other independent credit threshold granted to the SSO Supplier or its Guarantor under any Other Energy Supply Agreement exceed the maximum ICT hereunder.

Independent Credit Threshold. The If the XXXX Supplier that qualifies under the following criteria criteria, the XXXX Supplier will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For If the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : i. the XXXX Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’sXxxxx’x”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s Xxxxx’x, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier or its Guarantor Maximum Independent Credit Threshold for a (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $500,000 BB Ba2 BB 1% $250,000 BB- and below Ba3 and below BB- and below 0% $0 ii. if the XXXX Supplier having has a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The ICT granted to the XXXX Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a If the XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : i. the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for a XXXX Suppliers Supplier that have has been organized under the laws of the United States; or or ii. the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for Guarantors a Guarantor of a XXXX Suppliers Supplier that have has been organized under the laws of the United States. The Companies Duke Energy Ohio may reject such Guarantors a Guarantor that do does not meet the creditworthiness requirements. (c) The If the XXXX Supplier or any its Guarantor of the XXXX Supplier that have has not been organized under the laws of the United States States, the XXXX Supplier or its Guarantor must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies Duke Energy Ohio as a condition of being granted an ICT: : i. for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such the XXXX Supplier that the Person executing the this Agreement on behalf of the XXXX Supplier has the authority to execute the this Agreement and that the governing board of such the XXXX Supplier has approved the execution of the this Agreement. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or or ii. for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A If the XXXX Supplier who does not qualify for an ICT or whose its ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, the XXXX Supplier must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United StatesStates and that has an agent to accept service of process in the State of Ohio, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : (i) the XXXX Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a the XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor. The Guarantor Maximum Independent Credit Threshold must have an agent to accept service of process in the State of Ohio. The ICT granted to the XXXX Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Section

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : i. the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX SSO Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. If the SSO Supplier and an Affiliate(s) are both winning bidders in the Solicitation for the provision of SSO Supply, then the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s) will proportionally share the maximum level of the ICT using the highest rating as determined for the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s). The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Moody’s Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 ii. for a XXXX Supplier SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX ICT granted to the SSO Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : i. the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or ii. the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies Duke Energy Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies Duke Energy Ohio as a condition of being granted an ICT: : i. for the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the this Agreement on behalf of the XXXX SSO Supplier has the authority to execute the this Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the this Agreement. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or ii. for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Supplier SSO Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the SSO Suppliers solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other SSO agreement(s) between it and the Companies. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer debt rating) will be used. (a) For the XXXX Supplier The following requirements shall apply to SSO Suppliers or its Guarantor Guarantors of SSO Suppliers that has have been organized incorporated or otherwise formed under the laws of the United States, the following requirements must be satisfied States in order for such XXXX Supplier to be granted an ICT: . For SSO Suppliers who cannot meet the XXXX following requirements, the posting of cash or letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix D) for the entire aggregate ICR amounts under this Agreement and any other SSO agreement(s) between it and the Companies will be required at the time of or prior to the execution of this Agreement. (i) The SSO Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s 's Rating Services (“S&P”), Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, or “BB-BBB-” from Fitch (a “"Minimum Rating”"). If the XXXX SSO Supplier is rated by only two rating agencies, and the ratings are split, the higher highest rating will be used. If the XXXX SSO Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier Maximum Max. Independent Credit Threshold S&P Xxxxx’x Fitch BBB+ and above Baa1 and above BBB+ and above 16% of TNW BBB Baa2 BBB 10% of TNW BBB- Baa3 BBB- 8% of TNW Below BBB- Below Baa3 Below BBB- 0% of TNW The SSO Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9 (b) below (see standard format in Appendix D) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other SSO agreement(s) between it and the Companies, to the extent that the aggregate ICR exceeds the ICT; or (ii) For SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s's, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor SSO Supplier is rated by only two rating agencies, and the ratings are split, the higher highest rating will be used. If the Guarantor SSO Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can could be granted based on an ICT provided through the Guaranty (see standard format in Appendix E) will be determined based on the following table: Credit Rating of the Guarantor Maximum Max. Independent Credit Threshold S&P Xxxxx’x Fitch BBB+ and above Baa1 and above BBB+ and above 16% of TNW BBB Baa2 BBB 10% of TNW BBB- Baa3 BBB- 8% of TNW Below BBB- Below Baa3 Below BBB- 0% of TNW The XXXX SSO Supplier will be granted an ICT of up to the amount of the ICT Guaranty, provided that the amount of the Guaranty but not exceeding is below the maximum ICT shown in the table above. If an ICT a Guaranty is provided for an unlimited amount, the XXXX SSO Supplier will be granted an ICT of up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT ITC requirement arising under this Section 6.4 shall be a separate guaranty document from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit credit limit to cover the Total Exposure Amount arising under Section 6.66.6 below; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. The SSO Supplier will be required to post cash or letter of credit in an acceptable form as defined in Section 6.9 (b) below (see standard format in Appendix D) for the aggregate ICR amounts under this Agreement and any other SSO agreement(s) between it and the Companies, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement. (b) For a XXXX Supplier The following standards will apply to SSO Suppliers or its Guarantor Guarantors of SSO Suppliers that has have not been organized incorporated or otherwise formed under the laws of the United States. For SSO Suppliers who cannot meet the following requirements, the following requirements must posting of cash or letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix D) for the entire aggregate ICR amounts under this Agreement and any other SSO agreement(s) between it and the Companies will be satisfied in order for such XXXX Supplier required at the time of or prior to be granted an ICT: the XXXX execution of this Agreement. (i) The SSO Supplier must supply such evidence of creditworthiness so as to provide the Companies with comparable assurances of creditworthiness as is applicable above for XXXX SSO Suppliers that have been organized incorporated or otherwise formed under the laws of the United States. The Companies will have full discretion, without liability or recourse to the SSO Supplier, to evaluate the evidence of creditworthiness submitted by such SSO Supplier; or the or (ii) The Guarantor of the XXXX a SSO Supplier must supply such evidence of creditworthiness so as to provide the Companies with comparable assurances of creditworthiness as is applicable above for Guarantors of XXXX SSO Suppliers that have been organized incorporated or otherwise formed under the laws of the United States. The Companies may reject will have full discretion, without liability or recourse to the Guarantor or the SSO Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantors that do not meet the creditworthiness requirementsGuarantor. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized incorporated or otherwise formed under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX : (i) For SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in the which the XXXX SSO Supplier is organized incorporated or otherwise formed that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is is, or upon the completion of execution formalities will become, the binding and enforceable obligation of the XXXX SSO Supplier in such foreign the jurisdiction and does not violate any local law in which it has been incorporated or the XXXX Supplier’s organizational or governing documentsotherwise formed; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person person executing the Agreement on behalf of the XXXX SSO Supplier has the authority to execute the Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the Agreement and (3) the sworn certificate of the corporate secretary (or similar officer) of such SSO Supplier that the SSO Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Companies will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or for . (ii) For the Guarantor of the XXXX a SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized incorporated or otherwise formed that (A) this Guaranty is, or upon the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is completion of execution formalities will become, the binding and enforceable obligation of the Guarantor in such foreign the jurisdiction and does not violate any local law in which it has been incorporated or the Guarantor’s organizational or governing documentsotherwise formed; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty and (3) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX ‌ Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (ICT). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt corporate or issuer credit rating (or, if unavailable, corporate issuer rating) of at least “BB-“from BB-“ from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the its Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor SSO Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in . The maximum level of the event that the two highest ratings are common, such common rating ICT will be used. The determined based on the following table: Independent Credit Threshold Credit Rating of the SSO Supplier or its Guarantor Max Independent Credit Threshold (Calculated as the lesser of the % of Net Worth (NW) and the applicable Credit Limit Cap below) (ii) for SSO Suppliers having a Guarantor, the maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with section 6.4(a)(i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX SSO Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX SSO Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AES Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or (ii) the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AES Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies AES Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (ciii) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted for an ICT: for the XXXX SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the Agreement on behalf of the XXXX SSO Supplier has the authority to execute the Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the Agreement. The Companies AES Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or (iv) for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (dc) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement exceeds its ICT. d) AES Ohio will have full discretion, without liability or recourse to the Guarantor or the SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor.

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit Threshold. (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB-“from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount.: (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Effective

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United StatesStates and that has an agent to accept service of process in the State of Ohio, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : (i) the XXXX Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Moody’s Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a the XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor. The Guarantor Maximum Independent Credit Threshold must have an agent to accept service of process in the State of Ohio. The ICT granted to the XXXX Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Section

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United StatesStates and that has an agent to accept service of process in the State of Ohio, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : (i) the XXXX Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a the XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor. The Guarantor Maximum Independent Credit Threshold must have an agent to accept service of process in the State of Ohio. The ICT granted to the XXXX Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a The Guarantor of the XXXX Supplier must be incorporated or its Guarantor otherwise formed under the laws of the United States to be granted an ICT. For the XXXX Supplier that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: , the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for the XXXX Suppliers Supplier that have has been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have has not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies AEP Ohio as a condition of being granted an ICT: for the XXXX Supplier: : (1i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.and

Independent Credit Threshold. The XXXX Supplier BGS-FP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-FP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-FP Suppliers or its Guarantor Guarantors of BGS-FP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT. For BGS-FP Suppliers who cannot meet the following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-FP Supplier shall meet the following requirements: the XXXX Supplier must (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating 's Ratings Services (“S&P”), Xxxxx’x Xxxxx'x Investors Service, Inc. (“Moody’s”) or ), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “"Minimum Rating”"). If the XXXX BGS-FP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS- FP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-FP Supplier Maximum Max. Independent Credit Threshold S&P Xxxxx’x Fitch A.M. Best A- and above A3 and above A- and above aaa 16% of TNW1 BBB+ Baa1 BBB+ aa 10% of TNW BBB Baa2 BBB a 8% of TNW BBB- Baa3 BBB- bbb 6% of TNW Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-FP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-FP Suppliers having a Guarantor, the Guarantor must Guarantor (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s's, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the 1 “TNW” means Tangible Net Worth. ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, then such common rating will be used. The maximum level of the ICT that can could be granted based on an ICT provided through the Guaranty (see standard format in Appendix D) will be determined based on the following table: Credit Rating of the Guarantor Maximum Max. Independent Credit Threshold S&P Xxxxx’x Fitch A.M. Best A- and above A3 and above A- and above aaa 16% of TNW BBB+ Baa1 BBB+ aa 10% of TNW BBB Baa2 BBB a 8% of TNW BBB- Baa3 BBB- bbb 6% of TNW Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The XXXX BGS-FP Supplier will be granted an ICT of up to the amount of the ICT Guaranty, provided that the amount of the Guaranty but not exceeding is below the maximum ICT shown in the table above. If an ICT ; provided that if a Guaranty is provided for an unlimited amount, the XXXX BGS-FP Supplier will be granted an ICT of up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX BGS-FP Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty document from the Total Exposure Amount Guaranty, if any, tendered by the XXXX BGS-FP Supplier to satisfy any requirement for a Credit Limit credit limit to cover the Total Exposure Amount arising under Section 6.66.6 of this Agreement; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. The BGS-FP Suppliers will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9 of this Agreement for the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement. (b) For a XXXX Supplier The following standards shall apply to BGS-FP Suppliers or its Guarantor Guarantors of BGS-FP Suppliers that has have not been organized incorporated or otherwise formed under the laws of a state of the United StatesStates or of the District of Columbia. For a BGS- FP Supplier who cannot meet the following requirements, the following requirements must posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be satisfied in order for such XXXX required at the time of or prior to the execution of this Agreement. (i) The BGS-FP Supplier to be granted an ICT: the XXXX Supplier must shall supply such evidence of creditworthiness so as to provide the Companies Company with comparable assurances of creditworthiness as is applicable above for XXXX BGS-FP Suppliers that have been organized incorporated or otherwise formed under the laws of a state of the United StatesStates or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-FP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-FP Supplier; or the or (ii) The Guarantor of the XXXX a BGS-FP Supplier must shall supply such evidence of creditworthiness so as to provide the Companies Company with comparable assurances of creditworthiness as is applicable above for Guarantors of XXXX BGS-FP Suppliers that have been organized incorporated or otherwise formed under the laws of a state of the United StatesStates or of the District of Columbia. The Companies may reject Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-FP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantors that do not meet the creditworthiness requirementsGuarantor. (c) The XXXX Supplier All BGS-FP Suppliers or any Guarantor Guarantors of the XXXX Supplier BGS-FP Suppliers that have not been organized incorporated or otherwise formed under the laws of a state of the United States mustor of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (i) For BGS-FP Suppliers: (1i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX BGS-FP Supplier is organized incorporated or otherwise formed that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement has been duly authorized, executed and delivered and is the legal, valid and binding and enforceable obligation of the XXXX BGS-FP Supplier in such foreign the jurisdiction and does not violate any local law in which it has been incorporated or the XXXX Supplier’s organizational or governing documentsotherwise formed; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2ii) the sworn certificate of the corporate secretary (or similar officer) of such XXXX BGS-FP Supplier that the Person person executing the this Agreement on behalf of the XXXX BGS-FP Supplier has the authority to execute the Agreement and that the governing board of such XXXX BGS-FP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-FP Supplier that the BGS-FP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Companies will Company shall have full discretion, without liability or recourse obligation to the XXXX BGS-FP Supplier, to evaluate the sufficiency of the documents submitted by the XXXX BGS-FP Supplier; or for . (ii) For the Guarantor of the XXXX a BGS-FP Supplier: (1i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized incorporated or otherwise formed that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding and enforceable obligation of the Guarantor in such foreign the jurisdiction and does not violate any local law in which it has been incorporated or the Guarantor’s organizational or governing documentsotherwise formed; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Companies will Company shall have full discretion, without liability or recourse obligation to the Guarantor or the XXXX BGS-FP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit Threshold. 1 $1. 0 for 12 Month Procurement; $1.5 for 24 Month Procurement; and $2.5 for 36 Month Procurement. (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB-“from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX SSO Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Font color: Auto Credit Rating of the XXXX SSO Supplier Maximum Independent Credit Threshold S&P Xxxxx’x Fitch Percentage of TNW BBB+ and above Baa1 and above BBB+ and above 16% BBB Baa2 BBB 10% BBB- Baa3 BBB- 8% BB+ Ba1 BB+ 2% XX Xx0 XX 0% XX- Xx0 XX- 0.5% Below BB- Below Ba3 Below BB- 0% Deleted: B (ii) for a XXXX Supplier SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’sXxxxx’x, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold S&P Xxxxx’x Fitch Percentage of TNW BBB+ and above Baa1 and above BBB+ and above 16% BBB Baa2 BBB 10% BBB- Baa3 BBB- 8% BB+ Ba1 BB+ 2% XX Xx0 XX 0% XX- Xx0 XX- 0.5% Below BB- Below Ba3 Below BB- 0% Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Font color: Auto Deleted: B The XXXX SSO Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX SSO Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or (ii) the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: : (i) for the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the Agreement on behalf of the XXXX SSO Supplier has the authority to execute the Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or (ii) for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (ICT). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt corporate or issuer credit rating (or, if unavailable, corporate issuer rating) of at least “BB-“from BB-“ from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the its Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor SSO Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in . The maximum level of the event that the two highest ratings are common, such common rating ICT will be used. The determined based on the following table: Independent Credit Threshold Credit Rating of the SSO Supplier or its Guarantor Max Independent Credit Threshold (Calculated as the lesser of the % of Net Worth (NW) and the applicable Credit Limit Cap below) (ii) for SSO Suppliers having a Guarantor, the maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with section 6.4(a)(i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX SSO Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX SSO Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies The Dayton Power and Light Company with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or (ii) the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies The Dayton Power and Light Company with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies Dayton Power and Light Company may reject such Guarantors that do not meet the creditworthiness requirements. (ciii) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted for an ICT: for the XXXX SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the Agreement on behalf of the XXXX SSO Supplier has the authority to execute the Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the Agreement. The Companies Dayton Power and Light Company will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or (iv) for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (dc) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement exceeds its ICT. d) The Dayton Power and Light Company will have full discretion, without liability or recourse to the Guarantor or the SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor.

Independent Credit Threshold. The If the XXXX Supplier that qualifies under the following criteria criteria, the XXXX Supplier will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For If the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : i. the XXXX Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier or its Guarantor Maximum Independent Credit Threshold for a (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $500,000 BB Ba2 BB 1% $250,000 BB- and below Ba3 and below BB- and below 0% $0 ii. if the XXXX Supplier having has a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The ICT granted to the XXXX Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a If the XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : i. the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for a XXXX Suppliers Supplier that have has been organized under the laws of the United States; or or ii. the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for Guarantors a Guarantor of a XXXX Suppliers Supplier that have has been organized under the laws of the United States. The Companies Duke Energy Ohio may reject such Guarantors a Guarantor that do does not meet the creditworthiness requirements. (c) The If the XXXX Supplier or any its Guarantor of the XXXX Supplier that have has not been organized under the laws of the United States States, the XXXX Supplier or its Guarantor must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies Duke Energy Ohio as a condition of being granted an ICT: : i. for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such the XXXX Supplier that the Person executing the this Agreement on behalf of the XXXX Supplier has the authority to execute the this Agreement and that the governing board of such the XXXX Supplier has approved the execution of the this Agreement. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or or ii. for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A If the XXXX Supplier who does not qualify for an ICT or whose its ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, the XXXX Supplier must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (ICT). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt corporate or issuer credit rating (or, if unavailable, corporate issuer rating) of at least “BB-“from BB-“ from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the its Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor SSO Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in . The maximum level of the event that the two highest ratings are common, such common rating ICT will be used. The determined based on the following table: Independent Credit Threshold Credit Rating of the SSO Supplier or its Guarantor Max Independent Credit Threshold (Calculated as the lesser of the % of Net Worth (NW) and the applicable Credit Limit Cap below) (ii) for SSO Suppliers having a Guarantor, the maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with section 6.4(a)(i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX SSO Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX SSO Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AES Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or (ii) the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AES Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies AES Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (ciii) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted for an ICT: for the XXXX SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the Agreement on behalf of the XXXX SSO Supplier has the authority to execute the Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the Agreement. The Companies AES Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or (iv) for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (dc) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX SSO Supply Agreement exceeds its ICT. d) AES Ohio will have full discretion, without liability or recourse to the Guarantor or the SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor.

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit Threshold. (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB-“from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap BBB+ and above Baa1 and above BBB+ and above 10% N/A BBB Baa2 BBB 10% N/A BBB- Baa3 BBB- 10% N/A BB+ Ba1 BB+ 7% $2,000,000 BB Ba2 BB 2% $1,000,000 BB- Ba3 BB- 1% $500,000 Below BB- Below Ba3 Below BB- 0% $0 for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap BBB+ and above Baa1 and above BBB+ and above 10% N/A BBB Baa2 BBB 10% N/A BBB- Baa3 BBB- 10% N/A BB+ Ba1 BB+ 7% $2,000,000 BB Ba2 BB 2% $1,000,000 BB- Ba3 BB- 1% $500,000 Below BB- Below Ba3 Below BB- 0% $0 The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies DP&L with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies DP&L with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies DP&L may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies DP&L as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies DP&L will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies DP&L will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX SSO Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. If the SSO Supplier and an Affiliate(s) are both winning bidders in the Solicitation for the provision of SSO Supply, then the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s) will proportionally share the maximum level of the ICT using the highest rating as determined for the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s). The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a XXXX Supplier SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX ICT granted to the SSO Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or (ii) the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies AEP Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies AEP Ohio as a condition of being granted an ICT: : (i) for the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the this Agreement on behalf of the XXXX SSO Supplier has the authority to execute the this Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the this Agreement. The Companies AEP Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or (ii) for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies AEP Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement exceeds its ICT. (e) Under no circumstances shall the ICT hereunder plus any other independent credit threshold granted to the SSO Supplier or its Guarantor under any Other Energy Supply Agreement exceed the maximum ICT hereunder.

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT: . For BGS-RSCP Suppliers who cannot meet the XXXX following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier must shall meet the following requirements: (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Ratings Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or ), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Xxxxx’x Fitch A.M. Best A- and above A3 and above A- and above aaa 16% of TNW1 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, then such common rating will be used. The maximum level of the ICT that can could be granted based on an ICT provided through the Guaranty (see standard format in Appendix D) will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.:

Independent Credit Threshold. ‌ The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit Threshold. (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) of at least “BB-“from S&P, “Ba3” from Moody’s or “BB-” from Fitch (a “Minimum Rating”). If the XXXX Supplier is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the XXXX Supplier is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier Maximum Independent Credit Threshold S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap BBB+ and above Baa1 and above BBB+ and above 10% N/A BBB Baa2 BBB 10% N/A BBB- Baa3 BBB- 10% N/A BB+ Ba1 BB+ 7% $2,000,000 BB Ba2 BB 2% $1,000,000 BB- Ba3 BB- 1% $500,000 Below BB- Below Ba3 Below BB- 0% $0 for a XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold S&P Xxxxx’x Fitch Percentage of TNW Independent Credit Threshold Cap BBB+ and above Baa1 and above BBB+ and above 10% N/A BBB Baa2 BBB 10% N/A BBB- Baa3 BBB- 10% N/A BB+ Ba1 BB+ 7% $2,000,000 BB Ba2 BB 2% $1,000,000 BB- Ba3 BB- 1% $500,000 Below BB- Below Ba3 Below BB- 0% $0 The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies DP&L with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies DP&L with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies DP&L may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies DP&L as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in practicein the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies DP&L will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies DP&L will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT. For BGS-RSCP Suppliers who cannot meet the following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier shall meet the following requirements: the XXXX Supplier must (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’sXxxxx’x”) or Fitch), Xxxxx, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s Xxxxx’x, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Xxxxx’x Xxxxx A.M. Best A- and above A3 and above A- and above aaa 16% of TNW1 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.,

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT: . For BGS-RSCP Suppliers who cannot meet the XXXX following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier must shall meet the following requirements: (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch), Xxxxx, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Moody’s Fitch A.M. Best A- and above A3 and above A- and above aaa 16% of TNW1 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, then such common rating will be used. The maximum level of the ICT that can could be granted based on an ICT provided through the Guaranty (see standard format in Appendix D) will be determined based on the following table: Max. Independent Credit Threshold Credit Rating of the Guarantor Maximum Independent Credit Threshold 1 “TNW” means Tangible Net Worth. S&P Moody’s Fitch A.M. Best The XXXX BGS-RSCP Supplier will be granted an ICT of up to the amount of the ICT Guaranty, provided that the amount of the Guaranty but not exceeding is below the maximum ICT shown in the table above. If an ICT ; provided that if a Guaranty is provided for an unlimited amount, the XXXX BGS-RSCP Supplier will be granted an ICT of up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX BGS-RSCP Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty document from the Total Exposure Amount Guaranty, if any, tendered by the XXXX BGS-RSCP Supplier to satisfy any requirement for a Credit Limit credit limit to cover the Total Exposure Amount arising under Section 6.66.6 of this Agreement; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. The BGS-RSCP Suppliers will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9 of this Agreement for the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement. (b) For a XXXX Supplier The following standards shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have not been organized incorporated or otherwise formed under the laws of a state of the United StatesStates or of the District of Columbia. For a BGS- RSCP Supplier who cannot meet the following requirements, the following requirements must posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be satisfied in order for such XXXX required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier to be granted an ICT: the XXXX Supplier must shall supply such evidence of creditworthiness so as to provide the Companies Company with comparable assurances of creditworthiness as is applicable above for XXXX BGS-RSCP Suppliers that have been organized incorporated or otherwise formed under the laws of a state of the United StatesStates or of the District of Columbia. The Company shall have full discretion, without liability or recourse to the BGS-RSCP Supplier, to evaluate the evidence of creditworthiness submitted by such BGS-RSCP Supplier; or the or (ii) The Guarantor of the XXXX a BGS-RSCP Supplier must shall supply such evidence of creditworthiness so as to provide the Companies Company with comparable assurances of creditworthiness as is applicable above for Guarantors of XXXX BGS-RSCP Suppliers that have been organized incorporated or otherwise formed under the laws of a state of the United StatesStates or of the District of Columbia. The Companies may reject Company shall have full discretion, without liability or recourse to the Guarantor or the BGS-RSCP Supplier, to evaluate the evidence of creditworthiness submitted by such Guarantors that do not meet the creditworthiness requirementsGuarantor. (c) The XXXX Supplier All BGS-RSCP Suppliers or any Guarantor Guarantors of the XXXX Supplier BGS-RSCP Suppliers that have not been organized incorporated or otherwise formed under the laws of a state of the United States mustor of the District of Columbia shall, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (i) For BGS-RSCP Suppliers: (1i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX BGS-RSCP Supplier is organized incorporated or otherwise formed that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement has been duly authorized, executed and delivered and is the legal, valid and binding and enforceable obligation of the XXXX BGS-RSCP Supplier in such foreign the jurisdiction and does not violate any local law in which it has been incorporated or the XXXX Supplier’s organizational or governing documentsotherwise formed; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2ii) the sworn certificate of the corporate secretary (or similar officer) of such XXXX BGS-RSCP Supplier that the Person person executing the this Agreement on behalf of the XXXX BGS-RSCP Supplier has the authority to execute the Agreement and that the governing board of such XXXX BGS-RSCP Supplier has approved the execution of this Agreement; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such BGS-RSCP Supplier that the BGS- RSCP Supplier has been authorized by its governing board to enter into agreements of the same type as this Agreement. The Companies will Company shall have full discretion, without liability or recourse obligation to the XXXX BGS-RSCP Supplier, to evaluate the sufficiency of the documents submitted by the XXXX BGS-RSCP Supplier; or for . (ii) For the Guarantor of the XXXX a BGS-RSCP Supplier: (1i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized incorporated or otherwise formed that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty has been duly authorized, executed and delivered and is the legal, valid and binding and enforceable obligation of the Guarantor in such foreign the jurisdiction and does not violate any local law in which it has been incorporated or the Guarantor’s organizational or governing documentsotherwise formed; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2ii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty; and (iii) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Guarantor has been authorized by its governing board to enter into agreements of the same type as this Guaranty. The Companies will Company shall have full discretion, without liability or recourse obligation to the Guarantor or the XXXX BGS-RSCP Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United StatesStates and that has an agent to accept service of process in the State of Ohio, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : (i) the XXXX Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Moody’s Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a the XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor. The Guarantor Maximum Independent Credit Threshold must have an agent to accept service of process in the State of Ohio. The ICT granted to the XXXX Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a The Guarantor of the XXXX Supplier must be incorporated or its Guarantor otherwise formed under the laws of the United States to be granted an ICT. For the XXXX Supplier that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: , the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for the XXXX Suppliers Supplier that have has been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have has not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies AEP Ohio as a condition of being granted an ICT: for the XXXX Supplier: : (1i) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.and

Independent Credit Threshold. The XXXX PIPP Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX PIPP Supplier or its Guarantor that has been organized under the laws of the United StatesStates and that has an agent to accept service of process in the State of Ohio, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : (i) the XXXX PIPP Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’sXxxxx’x”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s Xxxxx’x, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX PIPP Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX PIPP Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Xxxxx’x Xxxxx Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a the XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor. The Guarantor Maximum Independent Credit Threshold must have an agent to accept service of process in the State of Ohio. The XXXX ICT granted to the PIPP Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX PIPP Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX PIPP Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Section

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX SSO Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. If the SSO Supplier and an Affiliate(s) are both winning bidders in the Solicitation for the provision of SSO Supply, then the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s) will proportionally share the maximum level of the ICT using the highest rating as determined for the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s). The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Moody’s Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a XXXX Supplier SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX ICT granted to the SSO Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or (ii) the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies AEP Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies AEP Ohio as a condition of being granted an ICT: : (i) for the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the this Agreement on behalf of the XXXX SSO Supplier has the authority to execute the this Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the this Agreement. The Companies AEP Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or (ii) for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies AEP Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement exceeds its ICT. (e) Under no circumstances shall the ICT hereunder plus any other independent credit threshold granted to the SSO Supplier or its Guarantor under any Other Energy Supply Agreement exceed the maximum ICT hereunder.

Independent Credit Threshold. The XXXX Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX Supplier or its Guarantor that has been organized under the laws of the United StatesStates and that has an agent to accept service of process in the State of Ohio, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : (i) the XXXX Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Moody’s Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a the XXXX Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor. The Guarantor Maximum Independent Credit Threshold must have an agent to accept service of process in the State of Ohio. The ICT granted to the XXXX Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Section

Independent Credit Threshold. The If the XXXX Supplier that qualifies under the following criteria criteria, the XXXX Supplier will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For If the XXXX Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : i. the XXXX Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX Supplier or its Guarantor Maximum Independent Credit Threshold for a (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Moody’s Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $500,000 BB Ba2 BB 1% $250,000 BB- and below Ba3 and below BB- and below 0% $0 ii. if the XXXX Supplier having has a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The ICT granted to the XXXX Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a If the XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such the XXXX Supplier to be granted an ICT: : i. the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for a XXXX Suppliers Supplier that have has been organized under the laws of the United States; or or ii. the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies Duke Energy Ohio with comparable assurances of creditworthiness as applicable above for Guarantors a Guarantor of a XXXX Suppliers Supplier that have has been organized under the laws of the United States. The Companies Duke Energy Ohio may reject such Guarantors a Guarantor that do does not meet the creditworthiness requirements. (c) The If the XXXX Supplier or any its Guarantor of the XXXX Supplier that have has not been organized under the laws of the United States States, the XXXX Supplier or its Guarantor must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies Duke Energy Ohio as a condition of being granted an ICT: : i. for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such the XXXX Supplier that the Person executing the this Agreement on behalf of the XXXX Supplier has the authority to execute the this Agreement and that the governing board of such the XXXX Supplier has approved the execution of the this Agreement. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or or ii. for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies Duke Energy Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A If the XXXX Supplier who does not qualify for an ICT or whose its ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, the XXXX Supplier must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT. For BGS-RSCP Suppliers who cannot meet the following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier shall meet the following requirements: the XXXX Supplier must (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or ), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Xxxxx’x Fitch A.M. Best Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, then such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may could be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) through the Guaranty is the binding and enforceable obligation of the Guarantor (see standard format in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such GuarantorAppendix 1 “TNW” means Tangible Net Worth. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT. For BGS-RSCP Suppliers who cannot meet the following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier shall meet the following requirements: the XXXX Supplier must (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch), Xxxxx, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Moody’s Fitch A.M. Best A- and above A3 and above A- and above aaa 16% of TNW1 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, then such common rating will be used. The maximum level 1 “TNW” means Tangible Net Worth. of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may could be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) through the Guaranty is the binding and enforceable obligation of the Guarantor (see standard format in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Appendix

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT. For BGS-RSCP Suppliers who cannot meet the following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier shall meet the following requirements: the XXXX Supplier must (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’sXxxxx’x”) or Fitch), Xxxxx, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s Xxxxx’x, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Xxxxx’x Xxxxx A.M. Best A- and above A3 and above A- and above aaa 16% of TNW1 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, then such common rating will be used. The maximum level 1 “TNW” means Tangible Net Worth. of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may could be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) through the Guaranty is the binding and enforceable obligation of the Guarantor (see standard format in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Appendix

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT. For BGS-RSCP Suppliers who cannot meet the following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier shall meet the following requirements: the XXXX Supplier must (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or ), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Xxxxx’x Fitch A.M. Best Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, then such common rating will be used. The maximum level 1 “TNW” means Tangible Net Worth. of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may could be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) through the Guaranty is the binding and enforceable obligation of the Guarantor (see standard format in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Appendix

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT. For BGS-RSCP Suppliers who cannot meet the following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier shall meet the following requirements: the XXXX Supplier must (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or ), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Moody’s Fitch A.M. Best A- and above A3 and above A- and above aaa 16% of TNW1 Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, then such common rating will be used. The maximum level 1 “TNW” means Tangible Net Worth. of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may could be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) through the Guaranty is the binding and enforceable obligation of the Guarantor (see standard format in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Appendix

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX a SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services S&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’sXxxxx’x”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s Xxxxx’x, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lowest rating will be used. If the XXXX SSO Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower lowest of the two highest ratings will be used; provided that, . If the SSO Supplier and an Affiliate(s) are both winning bidders in the event that Solicitation for the two highest ratings are commonprovision of SSO Supply, such common then the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s) will proportionally share the maximum level of the ICT using the lowest rating will be usedas determined for the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s). The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier Maximum or its Guarantor Max. Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Cap below) S&P Xxxxx’x Xxxxx Percentage of TNW Independent Credit Threshold Cap BBB+ and above Baa1 and above BBB+ and above 16% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 4% $3,000,000 BB Ba2 BB 3% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a XXXX SSO Supplier having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX ICT granted to the SSO Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.66.7; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; incorporated or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized otherwise formed under the laws of the United States mustand whose financial data is not denominated in United States currency and does not conform to generally accepted accounting principles (“GAAP”) in the United States, in addition to all documentation required elsewhere in this Section 6.4, they shall supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: additional information: (1i) a A legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier or Guarantor is organized incorporated or otherwise formed that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is is, or upon completion of execution formalities will become, the binding and enforceable obligation of the XXXX SSO Supplier or Guarantor in such foreign the jurisdiction and does not violate any local law in which it has been incorporated or the XXXX Supplier’s organizational or governing documentsotherwise formed; and and (Cii) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the The sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier or Guarantor that the Person person executing the this Agreement on behalf of the XXXX SSO Supplier has the authority to execute the Agreement and that the governing board of such XXXX the SSO Supplier or Guarantor has approved the execution of the this Agreement. ; (iii) The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such SSO Supplier or Guarantor that the Person executing the Guaranty on behalf SSO Supplier or Guarantor has been authorized by its governing board to enter into agreements of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor.same type as this Agreement; and (div) A XXXX Supplier who does not qualify for an ICT or whose ICT plus Such other documents and certificates as may be required by the amount of any cash or Letter of Credit already posted Company in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICTsole discretion.

Independent Credit Threshold. The XXXX Each SSO Supplier that qualifies under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). (a) For the XXXX an SSO Supplier or its Guarantor that has been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier or its Guarantor, as applicable, must (1) be rated by at least one of the following rating agencies: Standard & Poor’s Rating Services ServicesS&P Global Ratings (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”), and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate or issuer rating) of at least “BB-“from BB” from S&P, “Ba3Ba2” from Moody’s ’s, or “BB-BB” from Fitch (a “Minimum Rating”). If the XXXX SSO Supplier or its Guarantor is rated by only two rating agencies, agencies and the ratings are split, the higher lower rating will be used. If the XXXX SSO Supplier or its Guarantor is rated by three rating agencies, agencies and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. If the SSO Supplier and an Affiliate(s) are both winning bidders in the Solicitation for the provision of SSO Supply, then the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s) will proportionally share the maximum level of the ICT using the highest rating as determined for the SSO Supplier or its Guarantor, as applicable, and the Affiliate(s). The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX SSO Supplier or its Guarantor Maximum Independent Credit Threshold (calculated as the lesser of the percentage of TNW and the applicable Independent Credit Threshold Cap below) S&P Moody’s Fitch Percentage of TNW Independent Credit Threshold Cap A- and above A3 and above A- and above 16% Not applicable BBB+ Baa1 BBB+ 10% Not applicable BBB Baa2 BBB 10% Not applicable BBB- Baa3 BBB- 8% Not applicable BB+ Ba1 BB+ 2% $3,000,000 BB Ba2 BB 1% $1,500,000 BB- and below Ba3 and below BB- and below 0% $0 (ii) for a XXXX Supplier SSO Suppliers having a Guarantor, the Guarantor must (1) be rated by at least one of the following rating agencies: S&P, Moody’s, or Fitch, and (2) have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer rating) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher rating will be used. If the Guarantor is rated by three rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided that, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on in accordance with subsection (i) above, with reference to the following table: Credit Rating credit rating of the Guarantor Maximum Independent Credit Threshold Guarantor. The XXXX ICT granted to the SSO Supplier will be granted an ICT up to not exceed the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table aboveGuaranty. The ICT Guaranty tendered by the XXXX SSO Supplier to satisfy the ICT requirement arising under this Section 6.4 5.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX SSO Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.65.6; provided, however, that a single Guaranty may be provided if such Guaranty is for an unlimited amount. (b) For a XXXX an SSO Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX SSO Supplier to be granted an ICT: : (i) the XXXX SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for XXXX SSO Suppliers that have been organized under the laws of the United States; or or (ii) the Guarantor of the XXXX an SSO Supplier must supply such evidence of creditworthiness as to provide the Companies AEP Ohio with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX SSO Suppliers that have been organized under the laws of the United States. The Companies AEP Ohio may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier All SSO Suppliers or any Guarantor Guarantors of the XXXX Supplier SSO Suppliers that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.45.4, supply the following to the Companies AEP Ohio as a condition of being granted an ICT: : (i) for the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX SSO Supplier is organized that (A) the XXXX SSO Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX SSO Supplier in such foreign jurisdiction and does not violate any local law or the XXXX SSO Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the this Agreement and the performance by the XXXX SSO Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX SSO Supplier that the Person executing the this Agreement on behalf of the XXXX SSO Supplier has the authority to execute the this Agreement and that the governing board of such XXXX SSO Supplier has approved the execution of the this Agreement. The Companies AEP Ohio will have full discretion, without liability or recourse to the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by the XXXX SSO Supplier; or or (ii) for the Guarantor of the XXXX an SSO Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) the ICT Guaranty is the binding and enforceable obligation of the Guarantor in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the ICT Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the ICT Guaranty on behalf of the Guarantor has the authority to execute the ICT Guaranty and that the governing board of such Guarantor has approved the execution of the ICT Guaranty. The Companies AEP Ohio will have full discretion, without liability or recourse to the Guarantor or the XXXX SSO Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier SSO Suppliers who does do not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 5.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Energy Supply Agreement exceeds its ICT. (e) Under no circumstances shall the ICT hereunder plus any other independent credit threshold granted to the SSO Supplier or its Guarantor under any Other Energy Supply Agreement exceed the maximum ICT hereunder.

Independent Credit Threshold. The XXXX Supplier BGS-RSCP Suppliers that qualifies qualify under the following criteria will be granted an Independent Credit ThresholdThreshold (“ICT”). The ICT will be used by the BGS-RSCP Supplier solely to partially or fully cover the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company. In all instances, the most current senior unsecured debt rating (or, if unavailable, the most current corporate issuer rating discounted one notch) will be used. (a) For the XXXX Supplier The following requirements shall apply to BGS-RSCP Suppliers or its Guarantor Guarantors of BGS-RSCP Suppliers that has have been organized incorporated or otherwise formed under the laws of a state of the United States, States or of the following requirements must be satisfied District of Columbia in order for such XXXX Supplier to be granted an ICT: . For BGS-RSCP Suppliers who cannot meet the XXXX following requirements, the posting of cash or a letter of credit in an acceptable form as defined in Section 6.9(b) below (see standard format in Appendix C) for the entire aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company will be required at the time of or prior to the execution of this Agreement. (i) The BGS-RSCP Supplier must shall meet the following requirements: (1) must be rated by at least one two of the following rating agencies: Standard & Poor’s Rating Ratings Services (“S&P”), Xxxxx’x Investors Service, Inc. (“Moody’s”) or ), Fitch, Inc. (“Fitch”) or A.M. Best Company (“A.M. Best”), and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) of at least “BB-“from BBB-” from S&P, “Ba3Baa3” from Moody’s ’s, “BBB-” from Fitch, or “BB-bbb” from Fitch A.M. Best (a “Minimum Rating”). If the XXXX BGS-RSCP Supplier is rated by only two rating agencies, and the ratings are split, the higher lower rating will be used. If the XXXX BGS-RSCP Supplier is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, such common rating will be used. The maximum level of the ICT will be determined based on the following table: Credit Rating of the XXXX BGS-RSCP Supplier Maximum Max. Independent Credit Threshold S&P Xxxxx’x Fitch A.M. Best Below BBB- Below Baa3 Below BBB- Below bbb 0% of TNW The BGS-RSCP Supplier will be required to post cash or a letter of credit in an 1 “TNW” means Tangible Net Worth. acceptable form as defined in Section 6.9(b) of this Agreement (see standard format in Appendix C) for a XXXX Supplier the aggregate ICR amounts under this Agreement and any other BGS Supply agreement(s) between it and the Company, to the extent that the aggregate ICR exceeds the ICT at the time of or prior to the execution of this Agreement; or (ii) For BGS-RSCP Suppliers having a Guarantor, the Guarantor must (1) must be rated by at least one two of the following rating agencies: S&P, Moody’s, Fitch, or FitchA.M. Best, and (2) must have a minimum senior unsecured debt rating (or, if unavailable, corporate issuer ratingrating discounted one notch) equal to the Minimum Rating. If the Guarantor is rated by only two rating agencies, and the ratings are split, the higher lowest rating will be used. If the Guarantor is rated by three or four rating agencies, and the ratings are split, the lower of the two highest ratings will be used; provided thathowever, in the event that the two highest ratings are common, then such common rating will be used. The maximum level of the ICT that can be granted based on an ICT Guaranty will be determined based on the following table: Credit Rating of the Guarantor Maximum Independent Credit Threshold The XXXX Supplier will be granted an ICT up to the amount of the ICT Guaranty but not exceeding the maximum ICT shown in the table above. If an ICT Guaranty is provided for an unlimited amount, the XXXX Supplier will be granted an ICT up to the maximum ICT shown in the table above. The ICT Guaranty tendered by the XXXX Supplier to satisfy the ICT requirement arising under this Section 6.4 shall be a separate guaranty from the Total Exposure Amount Guaranty, if any, tendered by the XXXX Supplier to satisfy any requirement for a Credit Limit to cover the Total Exposure Amount arising under Section 6.6; provided, however, that a single Guaranty may could be provided if such Guaranty is for an unlimited amount. (b) For a XXXX Supplier or its Guarantor that has not been organized under the laws of the United States, the following requirements must be satisfied in order for such XXXX Supplier to be granted an ICT: the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for XXXX Suppliers that have been organized under the laws of the United States; or the Guarantor of the XXXX Supplier must supply such evidence of creditworthiness as to provide the Companies with comparable assurances of creditworthiness as applicable above for Guarantors of XXXX Suppliers that have been organized under the laws of the United States. The Companies may reject such Guarantors that do not meet the creditworthiness requirements. (c) The XXXX Supplier or any Guarantor of the XXXX Supplier that have not been organized under the laws of the United States must, in addition to all documentation required elsewhere in this Section 6.4, supply the following to the Companies as a condition of being granted an ICT: for the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the XXXX Supplier is organized that (A) the XXXX Supplier is duly incorporated and existing in such foreign jurisdiction; (B) this Agreement is the binding and enforceable obligation of the XXXX Supplier in such foreign jurisdiction and does not violate any local law or the XXXX Supplier’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Agreement and the performance by the XXXX Supplier of its obligations hereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such XXXX Supplier that the Person executing the Agreement on behalf of the XXXX Supplier has the authority to execute the Agreement and that the governing board of such XXXX Supplier has approved the execution of the Agreement. The Companies will have full discretion, without liability or recourse to the XXXX Supplier, to evaluate the sufficiency of the documents submitted by the XXXX Supplier; or for the Guarantor of the XXXX Supplier: (1) a legal opinion of counsel qualified to practice in the foreign jurisdiction in which the Guarantor is organized that (A) the Guarantor is duly incorporated and existing in such foreign jurisdiction; (B) through the Guaranty is the binding and enforceable obligation of the Guarantor (see standard format in such foreign jurisdiction and does not violate any local law or the Guarantor’s organizational or governing documents; and (C) all authorizations, approvals, consents, licenses, exemptions or other requirements of governmental, judicial or public bodies in such foreign jurisdiction have been obtained, and all execution formalities have been duly completed, necessary for the enforcement and validity of the Guaranty and the performance by the Guarantor of its obligations thereunder; and (2) the sworn certificate of the corporate secretary (or similar officer) of such Guarantor that the Person executing the Guaranty on behalf of the Guarantor has the authority to execute the Guaranty and that the governing board of such Guarantor has approved the execution of the Guaranty. The Companies will have full discretion, without liability or recourse to the Guarantor or the XXXX Supplier, to evaluate the sufficiency of the documents submitted by such Guarantor. (d) A XXXX Supplier who does not qualify for an ICT or whose ICT plus the amount of any cash or Letter of Credit already posted in accordance with Section 6.9 to satisfy its aggregate ICR under this Agreement and any Other XXXX Supply Agreement (the “ICR Collateral”) does not meet its aggregate ICR under this Agreement and any Other XXXX Supply Agreement, must post ICR Collateral at the time of or prior to the Effective Date to the extent its aggregate ICR under this Agreement and any Other XXXX Supply Agreement exceeds its ICT.Appendix