Common use of Net Out of Settlement Amounts Clause in Contracts

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amount: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP CIEP Supplier for the provision of BGS Supply into a single amount: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP CIEP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP CIEP Supplier for the provision of BGS Supply, Supply so that all such amounts shall be netted out to a single liquidated amount; provided, provided however, that if the BGS-RSCP CIEP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP CIEP Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP CIEP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP CIEP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP CIEP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP CIEP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (ai) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Non- Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (bii) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (ai) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (bii) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating aggregate all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due to the Defaulting Party, plus, at the option of the Non- Defaulting Party, any cash or other form of security then available to the Non- Defaulting Party pursuant to Article Eight or the Collateral Annex, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non-Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of liquid security then in the possession of the Defaulting Party or its agent pursuant to Article 8 or the Collateral Annex, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate.” 21. Section 5.4 – Notice of Payment of Termination Payment. Section 5.4 is amended by inserting at the end thereof the following: “Notwithstanding anything to the contrary in this Agreement, the Non-Defaulting Party need not pay to the Defaulting Party any amount under Article Five until all other obligations of the Defaulting Party, or its Guarantor, to make any payments to the Non-Defaulting Party under this Agreement which are due and payable as of the Early Termination Date have been fully and finally performed.” 22. Section 5.7 – Suspension of Performance. Replace the term “early Termination Date” with “Early Termination Date.” 23. A new Section 5.8 – Master Netting is added as follows: (a) In addition to the Termination Payment calculated under Sections 5.2 and 5.3 of the Master Agreement, for purposes of this Confirmation Agreement due to an Event of Default, the Non-Defaulting Party shall calculate a “FPCSC Termination Payment” by aggregating all “Settlement Amounts” and/or “Termination Payments” (however calculated) due under this Confirmation Agreement and any other Fixed Price Customer Supply Contracts into a single amount by: netting out (a) all “Settlement Amounts” and/or “Termination Payments” that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Confirmation Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Fixed Price Customer Supply Contracts against (b) all “Settlement Amounts Amounts” and/or “Termination Payments” that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Non- Defaulting Party under this Confirmation Agreement or any other agreement(s) between the Company and the BGS- RSCP Supplier for the provision of BGS SupplyFixed Price Customer Supply Contracts, so that all such amounts shall be netted out to a single liquidated amount; providedamount owed by one Party to the other. Such single FPCSC Termination Payment will be payable within five (5) Business Days by the Party owing such amount to the other. (b) The Defaulting Party shall indemnify and hold the other Party harmless from all reasonable costs and expenses, howeverincluding reasonable attorney fees, that if incurred in the BGS-RSCP Supplier exercise of its remedies hereunder. (c) It is the Defaulting Party and the Termination Payment is due to the BGS-RSCP Supplier, the Company shall be entitled to retain a commercially reasonable portion intention of each of the Termination Payment, which may be equal to Parties that the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing decision by the BGS-RSCP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party to terminate its obligations to the Defaulting Party hereunder shall result in the automatic termination of its obligations under all other Fixed Price Customer Supply Contracts between the Parties. The Non-Defaulting Party will calculate a single closeout setoff applicable to all such Fixed Price Customer Supply Contracts as appropriate. If the Termination Payment has been retained set forth above, and only one payment will be paid by the Company as security for additional amounts that may be determined to be due Party owing such amount. (d) The Parties are making credit, default, collateral and owing by the BGS-RSCP Supplier, other decisions and if, changes based upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP Supplier, the Company will pay simple interest and in reliance on the Termination Payment amount being made to the BGS-RSCP Supplier. Simple interest will be calculated at the lower effectiveness of the Interest Index or six (6) percent per annumdefault, early termination, setoff and netting provisions of this Agreement and any other Fixed Price Customer Supply Contracts, including without limitation the calculation of Exposure for purposes of determining how much collateral shall be posted and the calculation of a single closeout setoff across the Agreement and all other Fixed Price Customer Supply Contracts. The Parties would not enter into this Agreement except for their reliance on and with the understanding that such terms shall be effective.”

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amount: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- BGS-RSCP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-BGS- RSCP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.six

Net Out of Settlement Amounts. The Non-(a) In the Event of Default with respect to Buyer as the “Defaulting Party Party”, the following shall occur: (i) Buyer shall return Seller’s Performance Assurance held by Buyer by the date the Termination Payment is due; (ii) with respect to a Designated System, Seller shall calculate a Settlement Amount for RECs that were Delivered but were not yet paid by Buyer. Specifically, with respect to a Designated System, if the number of RECs Delivered from such Designated System is greater than the Designated System Paid REC Quantity, then with respect to such Designated System, the Settlement Amount shall be equal to the multiplicative product of (A) the Contract Price and (B) the positive difference between (i) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity) and (ii) the Designated System Paid REC Quantity. For avoidance of doubt, if the number of RECs Delivered from such Designated System is equal to or less than the Designated System Paid REC Quantity, then the Settlement Amount for such Designated System shall be zero; (iii) Seller shall calculate the Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amount: liquidated amount by netting out summing the calculated Settlement Amount with respect to a Designated System across all Designated Systems; and (aiv) all Settlement Amounts that are due or will become the Termination Payment, if any, is due to the Defaulting Party, plus at the option of Seller as the Non-Defaulting Party within twenty (20) Business Days following notice by Seller to Buyer pursuant to Section 9.3. (b) In the Event of Default with respect to Seller as the “Defaulting Party”, any cash or other form the following shall occur: (i) With respect to a Designated System, Buyer shall calculate a Settlement Amount as the sum of: (A) Collateral Requirement of security such Designated System; (B) the multiplicative product of (1) the Contract Price and (2) the result obtained by subtracting the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity) from the Designated System Paid REC Quantity. For avoidance of doubt, if the number of RECs Delivered from such Designated System is greater than the Designated System Paid REC Quantity, then available this calculation shall be zero. (ii) Buyer shall calculate the Termination Payment by aggregating all Settlement Amounts into a single liquidated amount by summing the calculated Settlement Amount with respect to the Non- Defaulting Party and actually receiveda Designated System across all Designated Systems. (iii) The Termination Payment, liquidated and retained by if any, is due to Buyer as the Non-Defaulting PartyParty within twenty (20) Business Days following notice by Buyer to Seller pursuant to Section 9.3. Unless Seller pays the Termination Payment in full during this twenty (20) Business Day period, plus Seller’s Performance Assurance held by Buyer shall be applied to the Termination Payment, with any or all other amounts due excess Performance Assurance Amounts returned to Seller. (c) For avoidance of doubt, the Non-Defaulting Party shall not owe any amount as Termination Payment to the Defaulting Party under this Agreement or any other agreement(s) between and payment of the Company and Termination Payment shall only be from the BGS-RSCP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due Defaulting Party to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s. (d) between the Company and the BGS- RSCP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP Supplier, the Company shall be entitled to retain a commercially reasonable portion An example of the Termination Payment, which may be equal to net out of Settlement Amount calculations in respect of Seller as the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier as Damages and further “Defaulting Party” is provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annumExhibit F-5.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (ai) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (bii) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annumIndex.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a “Termination Payment Payment” by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP FP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP FP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS- RSCP BGS-FP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP FP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP FP Supplier, the appropriate Company or Companies shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier as Damages and further provided that any previously attached security interest of the a Company in such retained amounts shall continue. Any portion of the Termination Payment not retained by a Company as security shall be immediately due and owing to the BGS-FP Supplier as an estimate of the amounts ultimately determined to be due and owing. The Parties recognize, however, the final calculation of Settlement Amounts hereunder may not be known for some time since the level of such Settlement Amounts may be dependent upon the arrangements made by the Affected Company or Companies to obtain replacement services or a replacement supplier. Each of the Companies and the BGS-FP Supplier agree that, until the calculation of Settlement Amounts under this provision is completed, the amount and payment to the Affected Company or Companies of the Termination Payment shall be immediately due and owing as an estimate of the amounts ultimately determined to be due and owing. After Settlement Amounts have been finally determined under this Section 5.4, the amounts due and owing will be reconciled with payments already made by the BGS-FP Supplier. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Affected Company or Companies as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier, and if, upon making a final determination of DamagesSettlement Amounts, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP FP Supplier, the Affected Company or Companies will pay simple (not compounded) interest on the retained portion of the Termination Payment amount being made to the BGS-RSCP FP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) agreements between the Company and the BGS-RSCP CIEP Supplier for the provision of BGS Supply into a single amount: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP CIEP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP BGS-CIEP Supplier for the provision of BGS Supply, Supply so that all such amounts shall be netted out to a single liquidated amount; provided, provided however, that if the BGS-RSCP CIEP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP CIEP Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP CIEP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP CIEP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP CIEP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP BGS- CIEP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.six

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a “Termination Payment Payment” by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company Companies and the BGS-RSCP FP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the a Company and the BGS-RSCP FP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party party under this Agreement or any other agreement(s) between the a Company and the BGS- RSCP BGS-FP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP FP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP FP Supplier, the Company Companies shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier as Damages and further provided that any previously attached security interest of the a Company in such retained amounts shall continue. The Parties recognize, however, the final calculation of Settlement Amounts hereunder may not be known for some time since the level of such Settlement Amounts may be dependent upon the arrangements made by the Companies to obtain replacement services or a replacement supplier. The Companies and the BGS-FP Supplier agree that, until the calculation of Settlement Amounts under this provision is completed, the amount and payment to the Companies of the Termination Payment shall be immediately due and owing as an estimate of the amounts ultimately determined to be due and owing. After Settlement Amounts have been finally determined under this Section 5.4, the amounts due and owing will be reconciled with payments already made by the BGS-FP Supplier. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company Companies as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier, and if, upon making a final determination of DamagesSettlement Amounts, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP FP Supplier, the Company Companies will pay simple (not compounded) interest on the retained portion of the Termination Payment amount being made to the BGS-RSCP FP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Non- Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-(a) In the Event of Default with respect to Buyer as the “Defaulting Party Party”, the following shall occur: (i) Buyer shall return Seller’s Performance Assurance held by Buyer by the date the Termination Payment is due; (ii) with respect to a Designated System, Seller shall calculate a Settlement Amount for RECs that were Delivered but were not yet paid by Buyer; (iii) Seller shall calculate the Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amount: liquidated amount by netting out summing the calculated Settlement Amount with respect to a Designated System across all Designated Systems; and (aiv) all Settlement Amounts that are due or will become the Termination Payment, if any, is due to the Defaulting Party, plus at the option of Seller as the Non-Defaulting Party within twenty (20) Business Days following notice by Seller to Buyer pursuant to Section 9.3. (b) In the Event of Default with respect to Seller as the “Defaulting Party”, any cash or other form the following shall occur: (i) With respect to a Designated System, Buyer shall calculate a Settlement Amount as the Collateral Requirement of security then available such Designated System; (ii) Buyer shall calculate the Termination Payment by aggregating all Settlement Amounts into a single liquidated amount by summing the calculated Settlement Amount with respect to the Non- Defaulting Party and actually receiveda Designated System across all Designated Systems. (iii) The Termination Payment, liquidated and retained by if any, is due to Buyer as the Non-Defaulting PartyParty within twenty (20) Business Days following notice by Buyer to Seller pursuant to Section 9.3. Unless Seller pays the Termination Payment in full during this twenty (20) Business Day period, plus Seller’s Performance Assurance held by Buyer shall be applied to the Termination Payment, with any or all other amounts due excess Performance Assurance Amounts returned to Seller. (c) For avoidance of doubt, the Non-Defaulting Party shall not owe any amount as Termination Payment to the Defaulting Party under this Agreement or any other agreement(s) between and payment of the Company and Termination Payment shall only be from the BGS-RSCP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due Defaulting Party to the Non-Defaulting Party, plus any or all other amounts due . (d) An example of Settlement Amount calculations with respect to Seller as the Non-“Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP Supplier Party” is the Defaulting Party and the Termination Payment is due to the BGS-RSCP Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annumExhibit F-5.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Non- Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (ai) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Non- Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (bii) all Settlement Amounts that are due or will become due to the Non-Non- Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annumIndex.

Net Out of Settlement Amounts. (a) The Non-In the Event of Default with respect to Buyer as the “Defaulting Party shall calculate a Termination Payment by aggregating will aggregate all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amount: amount by netting out (a) all Settlement Amounts amounts that are due or will become due to the Defaulting PartyParty for Product that has been Delivered and not yet paid for, plus plus, at the option of ”, the Non-Defaulting Party, any cash cash, security or other form of security otherfollowing shall occur: (i) Buyer shall return Seller’s Performance Assurance then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP Supplier for the provision of BGS SupplyAgreement, so that all such amounts shall will be netted out to a single liquidated amount; provided, however, that if amount (the BGS-RSCP Supplier is “Termination Payment”). Ifheld by Buyer by the Defaulting Party and date the Termination Payment is due a positive amount,due; (ii) with respect to a Designated System, Seller shall calculate a Settlement Amount for RECs that were Delivered but were not yet paid by Xxxxx. Specifically, with respect to a Designated System, if the number of RECs Delivered from such Designated System is (iii) Seller shall calculate the Termination Payment by aggregating all Settlement Amounts into a single liquidated amount by summing the calculated Settlement Amount with respect to a Designated System across all Designated Systems; and (i) (iv) the Termination Payment to the BGSNon-RSCP Supplier, the Company shall be entitled to retain a commercially reasonable portion of Defaulting Party. If the Termination PaymentPayment is a negative amount, which may there shall not be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The a Termination Payment shall be due to or due from and the Non-Defaulting Party shall not owe any amount to the Defaulting Party. The Termination Payment, if any, is due to Seller as appropriatethe Non-Defaulting Party within twenty (20) Business Days following notice. If by Seller to Buyer pursuant to Section 9.3. (b) In the Event of Default with respect to Seller as the “Defaulting Party”, the following shall occur: (i) With respect to a Designated System, Buyer shall calculate a Settlement Amount as the sum of: (A) Collateral Requirement of such Designated System; (B) the multiplicative product of (1) the Contract Price and (2) the result obtained by subtracting the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity) from the Designated System Paid REC Quantity. For avoidance of doubt, if the number of RECs Delivered from such Designated System is greater than the Designated System Paid REC Quantity, then this calculation shall be zero. (ii) Buyer shall calculate the Termination Payment has been retained by aggregating all Settlement Amounts into a single liquidated amount by summing the Company calculated Settlement Amount with respect to a Designated System across all Designated Systems. (iii) The Termination Payment, if any, is due to Buyer as security for additional amounts that may the Non-Defaulting Party within twenty (20) Business Days following notice by Buyer to Seller pursuant to Section 9.3. Unless Seller pays the Termination Payment in full during this twenty (20) Business Day period, Seller’s Performance Assurance held by Buyer shall be determined applied to be due and owing by the BGS-RSCP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or with any portion thereofexcess Performance Assurance Amounts returned to Seller. (c) For avoidance of doubt, is to be made the Non-Defaulting Party shall not owe any amount as Termination Payment to the BGS-RSCP Supplier, the Company will pay simple interest on Defaulting Party and payment of the Termination Payment amount being made shall only be from the Defaulting Party to the BGSNon-RSCP Supplier. Simple interest will be calculated at the lower Defaulting Party. (d) An example of the Interest Index or six (6) percent per annumnet out of Settlement Amount calculations in respect of Seller as the “Defaulting Party” is provided in Exhibit F-5.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating aggregate all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Non- Defaulting Party, any cash or other form of security then available to the Non- Defaulting Party and actually received, liquidated and retained by pursuant to Article Eight or the Non-Defaulting PartyCollateral Annex, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of liquid security then in the possession of the Defaulting Party or its agent pursuant to Article 8 or the Collateral Annex, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP Supplier for the provision of BGS SupplyAgreement, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if amount (the BGS-RSCP Supplier is the Defaulting “Termination Payment”) payable by one Party and the Termination Payment is due to the BGS-RSCP Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continueother. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate.” 23. If Section 5.4 – Notice of Payment of Termination Payment. Section 5.4 is amended by inserting at the Termination Payment has been retained by end thereof the Company as security for additional amounts that may be determined following: “Notwithstanding anything to be the contrary in this Agreement, the Non-Defaulting Party need not pay to the Defaulting Party any amount under Article Five until all other obligations of the Defaulting Party, or its Guarantor, to make any payments to the Non-Defaulting Party under this Agreement which are due and owing by the BGS-RSCP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP Supplier. Simple interest will be calculated at the lower payable as of the Interest Index or six Early Termination Date (6including any amounts payable pursuant to each Excluded Transaction) percent per annumhave been fully and finally performed.” 24. Section 5.7 –

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (ai) all Settlement Amounts Amounts‌‌ that are due or will become due to the Defaulting Party, plus at the option of the Non-Non- Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (bii) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.. Deleted: b

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(sagreementsagreement(s) between the Company and the BGS-RSCP CIEP Supplier for the provision of BGS Supply into a single amount: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP CIEP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP CIEP Supplier for the provision of BGS Supply, Supply so that all such amounts shall be netted out to a single liquidated amount; provided, provided however, that if the BGS-RSCP CIEP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP CIEP Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP CIEP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP CIEP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP CIEP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP CIEP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a “Termination Payment Payment” by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company Companies and the BGS-RSCP FP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the a Company and the BGS-RSCP FP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party party under this Agreement or any other agreement(s) between the a Company and the BGS- RSCP BGS-FP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP FP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP FP Supplier, the Company Companies shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier as Damages and further provided that any previously attached security interest of the a Company in such retained amounts shall continue. The Parties recognize, however, the final calculation of Settlement Amounts hereunder may not be known for some time since the level of such Settlement Amounts may be dependent upon the arrangements made by the Companies to obtain replacement services or a replacement supplier. The Companies and the BGS-FP Supplier agree that, until the calculation of Settlement Amounts under this provision is completed, the amount and payment to the Companies of the Termination Payment shall be immediately due and owing as an estimate of the amounts ultimately determined to be due and owing. After Settlement Amounts have been finally determined under this Section 5.4, the amounts due and owing will be reconciled with payments already made by the BGS-FP Supplier. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company Companies as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier, and if, upon making a final determination of DamagesDamagesSettlement Amounts, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP FP Supplier, the Company Companies will pay simple (not compounded) interest on the retained portion of the Termination Payment amount being made to the BGS-RSCP FP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a “Termination Payment Payment” by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company Companies and the BGS-RSCP FP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the a Company and the BGS-RSCP FP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Non- Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party party under this Agreement or any other agreement(s) between the a Company and the BGS- RSCP BGS-FP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP FP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP FP Supplier, the Company Companies shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier as Damages and further provided that any previously attached security interest of the a Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company Companies as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP FP Supplier, the Company Companies will pay simple interest on the retained portion of the Termination Payment amount being made to the BGS-RSCP FP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating aggregate all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party pursuant to Article Eight or the Collateral Annex, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non-Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of liquid security then in the possession of the Defaulting Party or its agent pursuant to Article 8 or the Collateral Annex, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate.” 21. Section 5.4 – Notice of Payment of Termination Payment. Section 5.4 is amended by inserting at the end thereof the following: “Notwithstanding anything to the contrary in this Agreement, the Non-Defaulting Party need not pay to the Defaulting Party any amount under Article Five until all other obligations of the Defaulting Party, or its Guarantor, to make any payments to the Non-Defaulting Party under this Agreement which are due and payable as of the Early Termination Date have been fully and finally performed.” 22. Section 5.7 – Suspension of Performance. Replace the term “early Termination Date” with “Early Termination Date.” 23. A new Section 5.8 – Master Netting is added as follows: (a) In addition to the Termination Payment calculated under Sections 5.2 and 5.3 of the Master Agreement, for purposes of this Confirmation Agreement due to an Event of Default, the Non-Defaulting Party shall calculate a “FPCSC Termination Payment” by aggregating all “Settlement Amounts” and/or “Termination Payments” (however calculated) due under this Confirmation Agreement and any other Fixed Price Customer Supply Contracts into a single amount by: netting out (a) all “Settlement Amounts” and/or “Termination Payments” that are due or will become due to the Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Confirmation Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Fixed Price Customer Supply Contracts against (b) all “Settlement Amounts Amounts” and/or “Termination Payments” that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Confirmation Agreement or any other agreement(s) between the Company and the BGS- RSCP Supplier for the provision of BGS SupplyFixed Price Customer Supply Contracts, so that all such amounts shall be netted out to a single liquidated amount; providedamount owed by one Party to the other. Such single FPCSC Termination Payment will be payable within five (5) Business Days by the Party owing such amount to the other. (b) The Defaulting Party shall indemnify and hold the other Party harmless from all reasonable costs and expenses, howeverincluding reasonable attorney fees, that if incurred in the BGS-RSCP Supplier exercise of its remedies hereunder. (c) It is the Defaulting Party and the Termination Payment is due to the BGS-RSCP Supplier, the Company shall be entitled to retain a commercially reasonable portion intention of each of the Termination Payment, which may be equal to Parties that the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing decision by the BGS-RSCP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party to terminate its obligations to the Defaulting Party hereunder shall result in the automatic termination of its obligations under all other Fixed Price Customer Supply Contracts between the Parties. The Non-Defaulting Party will calculate a single closeout setoff applicable to all such Fixed Price Customer Supply Contracts as appropriate. If the Termination Payment has been retained set forth above, and only one payment will be paid by the Company as security for additional amounts that may be determined to be due Party owing such amount. (d) The Parties are making credit, default, collateral and owing by the BGS-RSCP Supplier, other decisions and if, changes based upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP Supplier, the Company will pay simple interest and in reliance on the Termination Payment amount being made to the BGS-RSCP Supplier. Simple interest will be calculated at the lower effectiveness of the Interest Index or six (6) percent per annum.default, early termination, setoff and netting provisions of this Agreement and any other Fixed Price Customer Supply Contracts, including without limitation the calculation of Exposure for purposes of determining how much collateral shall be posted and the calculation of a single closeout setoff across the Agreement and all other

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (ai) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (bii) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; providedprov ided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP FP Supplier for the provision of BGS Supply into a single amount: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP FP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP BGS-FP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP FP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP FP Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP BGS- FP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP FP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP FP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) agreements between the Company and the BGS-RSCP CIEP Supplier for the provision of BGS Supply into a single amount: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP CIEP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP CIEP Supplier for the provision of BGS Supply, Supply so that all such amounts shall be netted out to a single liquidated amount; provided, provided however, that if the BGS-RSCP CIEP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP CIEP Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP CIEP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP CIEP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP CIEP Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP CIEP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply into a single amount: amount by netting out (ai) all Settlement Amounts Amounts‌ that are due or will become due to the Defaulting Party, plus at the option of the Non-Non- Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP DS Supplier for the provision of BGS DS Supply against (bii) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP DS Supplier for the provision of BGS DS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP DS Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP DS Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGS-RSCP DS Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP DS Supplier, the Company will pay simple interest on the Termination Payment amount being made to the BGS-RSCP DS Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.annum.‌

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a “Termination Payment Payment” by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP LFP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP LFP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS- RSCP BGS-LFP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP LFP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP LFP Supplier, the appropriate Company or Companies shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP LFP Supplier as Damages and further provided that any previously attached security interest of the a Company in such retained amounts shall continue. Any portion of the Termination Payment not retained by a Company as security shall be immediately due and owing to the BGS-LFP Supplier as an estimate of the amounts ultimately determined to be due and owing. The Parties recognize, however, the final calculation of Settlement Amounts hereunder may not be known for some time since the level of such Settlement Amounts may be dependent upon the arrangements made by the Affected Company or Companies to obtain replacement services or a replacement supplier. Each of the Companies and the BGS-LFP Supplier agree that, until the calculation of Settlement Amounts under this provision is completed, the amount and payment to the Affected Company or Companies of the Termination Payment shall be immediately due and owing as an estimate of the amounts ultimately determined to be due and owing. After Settlement Amounts have been finally determined under this Section 5.4, the amounts due and owing will be reconciled with payments already made by the BGS-LFP Supplier. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Affected Company or Companies as security for additional amounts that may be determined to be due and owing by the BGS-RSCP LFP Supplier, and if, upon making a final determination of DamagesSettlement Amounts, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP LFP Supplier, the Affected Company or Companies will pay simple (not compounded) interest on the retained portion of the Termination Payment amount being made to the BGS-RSCP LFP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. (a) The Non-In the Event of Default with respect to Buyer as the “Defaulting Party shall calculate a Termination Payment by aggregating will aggregate all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amount: amount by netting out (a) all Settlement Amounts amounts that are due or will become due to the Defaulting PartyParty for Product that has been Delivered and not yet paid for, plus plus, at the option of ”, the Non-Defaulting Party, any cash cash, security or other form of security otherfollowing shall occur: (i) Buyer shall return Seller’s Performance Assurance then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP Supplier for the provision of BGS SupplyAgreement, so that all such amounts shall will be netted out to a single liquidated amount; provided, however, that if amount (the BGS-RSCP Supplier is “Termination Payment”). Ifheld by Buyer by the Defaulting Party and date the Termination Payment is due a positive amount,due; (ii) with respect to a Designated System, Seller shall calculate a Settlement Amount for RECs that were Delivered but were not yet paid by Xxxxx. Specifically, with respect to a Designated System, if the BGS-RSCP Suppliernumber of RECs Delivered from such Designated System is greater than the Designated System Paid REC Quantity, then with respect to such Designated System, the Company Settlement Amount shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount multiplicative product of (A) the Defaulting Party shall payContract Price and (B) the Termination Payment, as security for additional amounts that may be determined Payment to be due and owing by positive difference between (i) the BGSNon-RSCP Supplier as Damages and further provided that any previously attached security interest of Defaulting Party. If the Company in such retained amounts shall continue. The Termination Payment is a negative amount, there shall number of RECs that has been Delivered from such Designated System (not be due to or due from a Termination Payment and the Non-Defaulting Party as appropriateshall not owe any amount toto exceed the Designated System Contract Maximum REC Quantity) and (ii) the Designated System Paid REC Quantity. If For avoidance of doubt, if the Defaulting Party. The Termination Paymentnumber of RECs Delivered from such Designated System is equal to or less than the Designated System Paid REC Quantity, then the Settlement Amount for such Designated System shall be zero; (iii) Seller shall calculate the Termination Payment has been retained by aggregating all Settlement Amounts into a single liquidated amount by summing the Company as security for additional amounts that may be determined calculated Settlement Amount with respect to be due and owing by the BGS-RSCP Supplier, and if, upon making a final determination of Damages, Designated System across all Designated Systems; and (iv) the Termination Payment, or any portion thereofif any, is due to be made Seller as the Non-Defaulting Party within twenty (20) Business Days following notice by Seller to the BGS-RSCP Supplier, the Company will pay simple interest on the Termination Payment amount being made Buyer pursuant to the BGS-RSCP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.Section 9.3..

Net Out of Settlement Amounts. (a) The Non-In the Event of Default with respect to Buyer as the “Defaulting Party shall calculate a Termination Payment by aggregating will aggregate all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply into a single amount: amount by netting out (a) all Settlement Amounts amounts that are due or will become due to the Defaulting PartyParty for Product that has been Delivered and not yet paid for, plus plus, at the option of ”, the Non-Non- Defaulting Party, any cash cash, security or other form of security otherfollowing shall occur: (i) Buyer shall return Seller’s Performance Assurance then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS-RSCP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP Supplier for the provision of BGS SupplyAgreement, so that all such amounts shall will be netted out to a single liquidated amount; provided, however, that if amount (the BGS-RSCP Supplier is “Termination Payment”). Ifheld by Buyer by the Defaulting Party and date the Termination Payment is due a positive amount,due; (ii) with respect to a Designated System, Seller shall calculate a Settlement Amount for RECs that were Delivered but were not yet paid by Xxxxx. Specifically, with respect to a Designated System, if the BGS-RSCP Suppliernumber of RECs Delivered from such Designated System is greater than the Designated System Paid REC Quantity, then with respect to such Designated System, the Company Settlement Amount shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount multiplicative product of (A) the Defaulting Party shall payContract Price and (B) the positive difference between (i) the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity) and (ii) the Designated System Paid REC Quantity. For avoidance of doubt, if the number of RECs Delivered from such Designated System is equal to or less than the Designated System Paid REC Quantity, then the Settlement Amount for such Designated System shall be zero; (iii) Seller shall calculate the Termination Payment, as security for additional amounts that may be determined Payment by aggregating all Settlement Amounts into a single liquidated amount by summing the calculated Settlement Amount with respect to be due and owing by a Designated System across all Designated Systems; and (i) (iv) the BGS-RSCP Supplier as Damages and further provided that any previously attached security interest of the Company in such retained amounts shall continue. The Termination Payment to the Non-Defaulting Party. If the Termination Payment is a negative amount, there shall not be due to or due from a Termination Payment and the Non-Defaulting Party shall not owe any amount to the Defaulting Party. The Termination Payment, if any, is due to Seller as appropriatethe Non-Defaulting Party within twenty (20) Business Days following notice. If by Seller to Buyer pursuant to Section 9.3. (b) In the Event of Default with respect to Seller as the “Defaulting Party”, the following shall occur: (i) With respect to a Designated System, Buyer shall calculate a Settlement Amount as the sum of: (A) Collateral Requirement of such Designated System; (B) the multiplicative product of (1) the Contract Price and (2) the result obtained by subtracting the number of RECs that has been Delivered from such Designated System (not to exceed the Designated System Contract Maximum REC Quantity) from the Designated System Paid REC Quantity. For avoidance of doubt, if the number of RECs Delivered from such Designated System is greater than the Designated System Paid REC Quantity, then this calculation shall be zero. (ii) Buyer shall calculate the Termination Payment has been retained by aggregating all Settlement (iii) The Termination Payment, if any, is due to Buyer as the Company as security for additional amounts that may Non-Defaulting Party within twenty (20) Business Days following notice by Buyer to Seller pursuant to Section 9.3. Unless Seller pays the Termination Payment in full during this twenty (20) Business Day period, Seller’s Performance Assurance held by Buyer shall be determined applied to be due and owing by the BGS-RSCP Supplier, and if, upon making a final determination of Damages, the Termination Payment, or with any portion thereofexcess Performance Assurance Amounts returned to Seller. (c) For avoidance of doubt, is to be made the Non-Defaulting Party shall not owe any amount as Termination Payment to the BGS-RSCP Supplier, the Company will pay simple interest on Defaulting Party and payment of the Termination Payment amount being made shall only be from the Defaulting Party to the BGSNon-RSCP Supplier. Simple interest will be calculated at the lower Defaulting Party. (d) An example of the Interest Index or six (6) percent per annumnet out of Settlement Amount calculations in respect of Seller as the “Defaulting Party” is provided in Exhibit F-5.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a “Termination Payment Payment” by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP FP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP FP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS- RSCP BGS-FP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP FP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP FP Supplier, the appropriate Company or Companies shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier as Damages and further provided that any previously attached security interest of the athe Company in such retained amounts shall continue. Any portion of the Termination Payment not retained by athe Company as security shall be immediately due and owing to the BGS-FP Supplier as an estimate of the amounts ultimately determined to be due and owing. The Parties recognize, however, the final calculation of Settlement Amounts hereunder may not be known for some time since the level of such Settlement Amounts may be dependent upon the arrangements made by the Affected Company or Companies to obtain replacement services or a replacement supplier. Each of the CompaniesThe Company and the BGS-FP Supplier agree that, until the calculation of Settlement Amounts under this provision is completed, the amount and payment to the Affected Company or Companies of the Termination Payment shall be immediately due and owing as an estimate of the amounts ultimately determined to be due and owing. After Settlement Amounts have been finally determined under this Section 5.4, the amounts due and owing will be reconciled with payments already made by the BGS-FP Supplier. The Termination Payment shall be due to or due from the Non-Non- Defaulting Party as appropriate. If the Termination Payment has been retained by the Affected Company or Companies as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier, and if, upon making a final determination of DamagesSettlement Amounts, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP FP Supplier, the Affected Company or Companies will pay simple (not compounded) interest on the retained portion of the Termination Payment amount being made to the BGS-RSCP FP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall will calculate a Termination Payment by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company Companies and the BGS-RSCP SSO Supplier for the provision of BGS SSO Supply into a single amount: amount by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company Companies and the BGS-RSCP SSO Supplier for the provision of BGS SSO Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party party under this Agreement or any other agreement(s) between the Company Companies and the BGS- RSCP SSO Supplier for the provision of BGS SSO Supply, so that all such amounts shall will be netted out to a single liquidated amount; provided, provided however, that if the BGS-RSCP SSO Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP SSO Supplier, the Company shall will be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP SSO Supplier as Damages and further provided that any previously attached security interest of the Company Companies in such retained amounts shall will continue. The Termination Payment shall will be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company Companies as security for additional amounts that may be determined to be due and owing by the BGS-RSCP SSO Supplier, and if, upon making a final determination of Damages, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP SSO Supplier, the Company Companies will pay simple interest on the Termination Payment amount being made to the BGS-RSCP SSO Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. The Non-Defaulting Party shall calculate a “Termination Payment Payment” by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Company and the BGSCPP-RSCP B Supplier for the provision of BGS CPP Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGSCPP-RSCP B Supplier for the provision of BGS CPP Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement or any other agreement(s) between the Company and the BGS- RSCP CPP-B Supplier for the provision of BGS CPP Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGSCPP-RSCP B Supplier is the Defaulting Party and the Termination Payment is due to the BGSCPP-RSCP B Supplier, the Company shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGSCPP-RSCP B Supplier as Damages Damages, and further provided that any previously attached security interest of the Company in such retained amounts shall continue. Any portion of the Termination Payment not retained by the Company as security shall be immediately due and owing to the CPP-B Supplier as an estimate of the amounts ultimately determined to be due and owing. The Parties recognize, however, the final calculation of Settlement Amounts hereunder may not be known for some time since the level of such Settlement Amounts may be dependent upon the arrangements made by the Company to obtain replacement services or a replacement supplier. The Company and the CPP-B Supplier agree that, until the calculation of Settlement Amounts under this provision is completed, the amount and payment to the Company of the Termination Payment shall be immediately due and owing as an estimate of the amounts ultimately determined to be due and owing. After Settlement Amounts have been finally determined under this Section 5.4, the amounts due and owing will be reconciled with payments already made by the CPP-B Supplier. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Company as security for additional amounts that may be determined to be due and owing by the BGSCPP-RSCP B Supplier, and if, upon making a final determination of DamagesSettlement Amounts, the Termination Payment, or any portion thereof, is to be made to the BGSCPP-RSCP B Supplier, the Company will pay simple (not compounded) interest on the retained portion of the Termination Payment amount being made to the BGSCPP-RSCP B Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. ‌ The Non-Defaulting Party shall calculate a “Termination Payment Payment” by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP LFP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP LFP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS- RSCP BGS-LFP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP LFP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP LFP Supplier, the appropriate Company or Companies shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP LFP Supplier as Damages and further provided that any previously attached security interest of the a Company in such retained amounts shall continue. Any portion of the Termination Payment not retained by a Company as security shall be immediately due and owing to the BGS-LFP Supplier as an estimate of the amounts ultimately determined to be due and owing. The Parties recognize, however, the final calculation of Settlement Amounts hereunder may not be known for some time since the level of such Settlement Amounts may be dependent upon the arrangements made by the Affected Company or Companies to obtain replacement services or a replacement supplier. Each of the Companies and the BGS-LFP Supplier agree that, until the calculation of Settlement Amounts under this provision is completed, the amount and payment to the Affected Company or Companies of the Termination Payment shall be immediately due and owing as an estimate of the amounts ultimately determined to be due and owing. After Settlement Amounts have been finally determined under this Section 5.4, the amounts due and owing will be reconciled with payments already made by the BGS-LFP Supplier. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Affected Company or Companies as security for additional amounts that may be determined to be due and owing by the BGS-RSCP LFP Supplier, and if, upon making a final determination of DamagesSettlement Amounts, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP LFP Supplier, the Affected Company or Companies will pay simple (not compounded) interest on the retained portion of the Termination Payment amount being made to the BGS-RSCP LFP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.

Net Out of Settlement Amounts. ‌ The Non-Defaulting Party shall calculate a “Termination Payment Payment” by aggregating all Settlement Amounts due under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP FP Supplier for the provision of BGS Supply into a single amountamount by: by netting out (a) all Settlement Amounts that are due or will become due to the Defaulting Party, plus plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non- Non-Defaulting Party and actually received, liquidated and retained by the Non-Defaulting Party, plus any or all other amounts due to the Defaulting Party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS-RSCP FP Supplier for the provision of BGS Supply against (b) all Settlement Amounts that are due or will become due to the Non-Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party party under this Agreement or any other agreement(s) between the Affected Company or Companies and the BGS- RSCP BGS-FP Supplier for the provision of BGS Supply, so that all such amounts shall be netted out to a single liquidated amount; provided, however, that if the BGS-RSCP FP Supplier is the Defaulting Party and the Termination Payment is due to the BGS-RSCP FP Supplier, the appropriate Company or Companies shall be entitled to retain a commercially reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier as Damages and further provided that any previously attached security interest of the a Company in such retained amounts shall continue. Any portion of the Termination Payment not retained by a Company as security shall be immediately due and owing to the BGS-FP Supplier as an estimate of the amounts ultimately determined to be due and owing. The Parties recognize, however, the final calculation of Settlement Amounts hereunder may not be known for some time since the level of such Settlement Amounts may be dependent upon the arrangements made by the Affected Company or Companies to obtain replacement services or a replacement supplier. Each of the Companies and the BGS-FP Supplier agree that, until the calculation of Settlement Amounts under this provision is completed, the amount and payment to the Affected Company or Companies of the Termination Payment shall be immediately due and owing as an estimate of the amounts ultimately determined to be due and owing. After Settlement Amounts have been finally determined under this Section 5.4, the amounts due and owing will be reconciled with payments already made by the BGS-FP Supplier. The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. If the Termination Payment has been retained by the Affected Company or Companies as security for additional amounts that may be determined to be due and owing by the BGS-RSCP FP Supplier, and if, upon making a final determination of DamagesSettlement Amounts, the Termination Payment, or any portion thereof, is to be made to the BGS-RSCP FP Supplier, the Affected Company or Companies will pay simple (not compounded) interest on the retained portion of the Termination Payment amount being made to the BGS-RSCP FP Supplier. Simple interest will be calculated at the lower of the Interest Index or six (6) percent per annum.