Common use of Payment for Contract Energy and Capacity Requirements Clause in Contracts

Payment for Contract Energy and Capacity Requirements. (a) All Contract Energy delivered to CECO under this Agreement shall be purchased by CECO for an amount calculated pursuant to this Section 4.1(a). (i) Beginning on the Effective Date and continuing for the Term, CECO shall pay NEA a monthly energy payment (the “Energy Payment”) equal to the sum of: (A) the product of (I) the Contract Energy (in MWhs) delivered to CECO hereunder during each hour during such month that cleared in the DAM and (II) the hourly DAM LMP Price for such hour at the Delivery Point for MWhs that cleared in the DAM for such month, plus (B) the product of (I) the Contract Energy (in MWhs) delivered to CECO hereunder during each hour during such month that cleared in the RTM and (II) the hourly RTM LMP Price for such hour at the Delivery Point for MWhs that cleared in the RTM for such month, plus (C) a support payment (the “Support Payment”) equal to the product of (I) the lesser of: the total Contract Energy (in MWhs) delivered to CECO hereunder during such month or the MWh quantity for the applicable month, as set forth in Schedule 4.1(a), and (II) the $/MWh price (the “Monthly Support Payment Price”) for the applicable month, as set forth in Schedule 4.1(a). Notwithstanding anything in this Agreement to the contrary, no exercise by NEA of its right under Section 8.2 to reduce Contract Energy delivered to CECO as a result of CECO’s failure to timely pay for such Contract Energy shall have the effect of reducing the Support Payment as calculated pursuant to this Section. (ii) CECO’s sole payment obligation, including without limitation any Support Payment obligation, with respect to Contract Energy is limited to the payment of the Energy Payment for Contract Energy delivered in accordance with the terms of this Agreement by or on behalf of NEA to the Delivery Point. (b) All Capacity delivered to CECO under this Agreement shall be purchased by CECO at the Capacity Price. CECO’s sole payment obligation with respect to Capacity is limited to the payment of the Capacity Payment for the Capacity Requirement actually provided to CECO in accordance with the terms of this Agreement by or on behalf of NEA. The Parties will negotiate in good faith and in a commercially reasonable manner towards agreement upon a negotiated price for Capacity (the “Negotiated Capacity Price”) for each month of the Term in accordance with the terms and provisions of this Section 4.1(b). At any time during the Term, NEA may request CECO to provide it with an indicative quote for the Capacity Requirement for one month or any period of months (the “Quote Period”) as set forth in such request. Within six (6) Business Days after CECO’s receipt of such request, CECO will provide NEA with an indicative quote for a purchase price of such Capacity Requirement for the Quote Period which CECO in its commercially reasonable judgment believes reflects the fair market value for such Capacity Requirement. Within one Business Day after its receipt of such indicative quote, NEA will inform CECO as to whether NEA accepts or rejects the indicative quote. (i) In the event that NEA accepts the indicative quote, the pricing reflected in such indicative quote will be established as the Negotiated Capacity Price for such Capacity Requirement unless CECO notifies NEA, within one Business Day after NEA’s acceptance, that CECO retracts the indicative quote. CECO may retract the indicative quote only in the event that CECO, in its commercially reasonable judgment, believes that the fair market value of the Capacity Requirement has materially declined since CECO delivered the indicative quote to NEA. In the event that CECO retracts the indicative quote, NEA may, at its election, (A) provide Third-Party Quotes to CECO for the applicable Capacity Requirement, provided that NEA does so within two (2) Business Days after CECO’s retraction of the indicative quote (and, in which event, the procedures set forth in Section 4.1(b)(ii) will be followed to determine the Negotiated Capacity Price), or (B) request a new indicative quote from CECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (ii) In the event that NEA rejects such indicative quote, NEA may, at its election, provide one or more Third-Party Quotes to CECO for the Capacity Requirement, provided that NEA does so within two (2) Business Days after NEA’s rejection of the indicative quote. In the event that NEA so delivers one or more Third-Party Quotes to CECO, CECO will, within one Business Day after delivery of the Third-Party Quotes, either (A) agree to establish any one of the Third-Party Quotes as the Negotiated Capacity Price or (B) sell Capacity (in an amount equal to the Capacity Requirement and for the Quote Period) to any of the Approved Capacity Buyers cited in the Third-Party Quotes at a different price, in which case such different price will be established as the Negotiated Capacity Price. Notwithstanding the foregoing, if, by the close of business on the Business Day immediately following NEA’s delivery of Third-Party Quotes, CECO, after making commercially reasonable efforts, is able to neither consummate a transaction as described in clause (B) of the immediately preceding sentence, nor confirm to its reasonable satisfaction the validity and firmness of at least one of the Third Party Quotes, then no Negotiated Capacity Price will be deemed to have been established for the applicable Capacity Requirement. In such event (or in the event that NEA does not deliver any Third-Party Quotes to CECO within two (2) Business Days after its rejection of the indicative quote), NEA may request a new indicative quote from CECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (c) If, despite their good faith efforts, the Parties are not able to agree upon a Negotiated Capacity price prior to the Contract UCAP Transfer Deadline then the Capacity Requirement shall be purchased by CECO from NEA on a bilateral basis and the Capacity Price paid by CECO to NEA shall be the settlement price set at the UCAP Monthly Supply Auction.

Payment for Contract Energy and Capacity Requirements. (a) All Contract Energy delivered to CECO under this Agreement shall be purchased by CECO for an amount calculated pursuant to this Section 4.1(a). . (i) Beginning on the Effective Date and continuing for the Term, CECO shall pay NEA a monthly energy payment (the “"Energy Payment”") equal to the sum of: (A) the product of (I) the Contract Energy (in MWhs) delivered to CECO hereunder during each hour during such month that cleared in the DAM and (II) the hourly DAM LMP Price for such hour at the Delivery Point for MWhs that cleared in the DAM for such month, plus (B) the product of (I) the Contract Energy (in MWhs) delivered to CECO hereunder during each hour during such month that cleared in the RTM and (II) the he hourly RTM LMP Price for such hour at the Delivery Point for MWhs that cleared in the RTM for such month, plus (C) a support payment (the “"Support Payment”") equal to the product of (I) the lesser of: the total Contract Energy (in MWhs) delivered to CECO hereunder during such month or the MWh quantity for the applicable month, as set forth in Schedule 4.1(a), and (II) the $/MWh price (the “"Monthly Support Payment Price”") for the applicable month, as set forth in Schedule 4.1(a). Notwithstanding anything in this Agreement to the contrary, no exercise by NEA of its right under Section 8.2 to reduce Contract Energy delivered to CECO as a result of CECO’s 's failure to timely pay for such Contract Energy shall have the effect of reducing the Support Payment as calculated pursuant to this Section. . (ii) CECO’s 's sole payment obligation, including without limitation any Support Payment obligation, with respect to Contract Energy is limited to the payment of the Energy Payment for Contract Energy delivered in accordance with the terms of this Agreement by or on behalf of NEA to the Delivery Point. (b) All Capacity delivered to CECO under this Agreement shall be purchased by CECO at the Capacity Price. CECO’s sole payment obligation with respect to Capacity is limited to the payment of the Capacity Payment for the Capacity Requirement actually provided to CECO in accordance with the terms of this Agreement by or on behalf of NEA. The Parties will negotiate in good faith and in a commercially reasonable manner towards agreement upon a negotiated price for Capacity (the “Negotiated Capacity Price”) for each month of the Term in accordance with the terms and provisions of this Section 4.1(b). At any time during the Term, NEA may request CECO to provide it with an indicative quote for the Capacity Requirement for one month or any period of months (the “Quote Period”) as set forth in such request. Within six (6) Business Days after CECO’s receipt of such request, CECO will provide NEA with an indicative quote for a purchase price of such Capacity Requirement for the Quote Period which CECO in its commercially reasonable judgment believes reflects the fair market value for such Capacity Requirement. Within one Business Day after its receipt of such indicative quote, NEA will inform CECO as to whether NEA accepts or rejects the indicative quote. (i) In the event that NEA accepts the indicative quote, the pricing reflected in such indicative quote will be established as the Negotiated Capacity Price for such Capacity Requirement unless CECO notifies NEA, within one Business Day after NEA’s acceptance, that CECO retracts the indicative quote. CECO may retract the indicative quote only in the event that CECO, in its commercially reasonable judgment, believes that the fair market value of the Capacity Requirement has materially declined since CECO delivered the indicative quote to NEA. In the event that CECO retracts the indicative quote, NEA may, at its election, (A) provide Third-Party Quotes to CECO for the applicable Capacity Requirement, provided that NEA does so within two (2) Business Days after CECO’s retraction of the indicative quote (and, in which event, the procedures set forth in Section 4.1(b)(ii) will be followed to determine the Negotiated Capacity Price), or (B) request a new indicative quote from CECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (ii) In the event that NEA rejects such indicative quote, NEA may, at its election, provide one or more Third-Party Quotes to CECO for the Capacity Requirement, provided that NEA does so within two (2) Business Days after NEA’s rejection of the indicative quote. In the event that NEA so delivers one or more Third-Party Quotes to CECO, CECO will, within one Business Day after delivery of the Third-Party Quotes, either (A) agree to establish any one of the Third-Party Quotes as the Negotiated Capacity Price or (B) sell Capacity (in an amount equal to the Capacity Requirement and for the Quote Period) to any of the Approved Capacity Buyers cited in the Third-Party Quotes at a different price, in which case such different price will be established as the Negotiated Capacity Price. Notwithstanding the foregoing, if, by the close of business on the Business Day immediately following NEA’s delivery of Third-Party Quotes, CECO, after making commercially reasonable efforts, is able to neither consummate a transaction as described in clause (B) of the immediately preceding sentence, nor confirm to its reasonable satisfaction the validity and firmness of at least one of the Third Party Quotes, then no Negotiated Capacity Price will be deemed to have been established for the applicable Capacity Requirement. In such event (or in the event that NEA does not deliver any Third-Party Quotes to CECO within two (2) Business Days after its rejection of the indicative quote), NEA may request a new indicative quote from CECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (c) If, despite their good faith efforts, the Parties are not able to agree upon a Negotiated Capacity price prior to the Contract UCAP Transfer Deadline then the Capacity Requirement shall be purchased by CECO from NEA on a bilateral basis and the Capacity Price paid by CECO to NEA shall be the settlement price set at the UCAP Monthly Supply Auction.

Payment for Contract Energy and Capacity Requirements. (a) All Contract Energy delivered to CECO under this Agreement shall be purchased by CECO for an amount calculated pursuant to this Section 4.1(a). . (i) Beginning on the Effective Date and continuing for the Term, CECO shall pay NEA a monthly energy payment (the “"Energy Payment”") equal to the sum of: (A) the product of (I) the Contract Energy (in MWhs) delivered to CECO hereunder during each hour during such month that cleared in the DAM and (II) the hourly DAM LMP Price for such hour at the Delivery Point for MWhs that cleared in the DAM for such month, plus (B) the product of (I) the Contract Energy (in MWhs) delivered to CECO hereunder during each hour during such month that cleared in the RTM and (II) the hourly RTM LMP Price for such hour at the Delivery Point for MWhs that cleared in the RTM for such month, plus (C) a support payment (the “"Support Payment”") equal to the product of (I) the lesser of: the total Contract Energy (in MWhs) delivered to CECO hereunder during such month or the MWh quantity for the applicable month, as set forth in Schedule 4.1(a), and (II) the $/MWh price (the “"Monthly Support Payment Price”") for the applicable month, as set forth in Schedule 4.1(a). Notwithstanding anything in this Agreement to the contrary, no exercise by NEA of its right under Section 8.2 to reduce Contract Energy delivered to CECO as a result of CECO’s 's failure to timely pay for such Contract Energy shall have the effect of reducing the Support Payment as calculated pursuant to this Section. . (ii) CECO’s 's sole payment obligation, including without limitation any Support Payment obligation, with respect to Contract Energy is limited to the payment of the Energy Payment for Contract Energy delivered in accordance with the terms of this Agreement by or on behalf of NEA to the Delivery Point. (b) All Capacity delivered to CECO under this Agreement shall be purchased by CECO at the Capacity Price. CECO’s sole payment obligation with respect to Capacity is limited to the payment of the Capacity Payment for the Capacity Requirement actually provided to CECO in accordance with the terms of this Agreement by or on behalf of NEA. The Parties will negotiate in good faith and in a commercially reasonable manner towards agreement upon a negotiated price for Capacity (the “Negotiated Capacity Price”) for each month of the Term in accordance with the terms and provisions of this Section 4.1(b). At any time during the Term, NEA may request CECO to provide it with an indicative quote for the Capacity Requirement for one month or any period of months (the “Quote Period”) as set forth in such request. Within six (6) Business Days after CECO’s receipt of such request, CECO will provide NEA with an indicative quote for a purchase price of such Capacity Requirement for the Quote Period which CECO in its commercially reasonable judgment believes reflects the fair market value for such Capacity Requirement. Within one Business Day after its receipt of such indicative quote, NEA will inform CECO as to whether NEA accepts or rejects the indicative quote. (i) In the event that NEA accepts the indicative quote, the pricing reflected in such indicative quote will be established as the Negotiated Capacity Price for such Capacity Requirement unless CECO notifies NEA, within one Business Day after NEA’s acceptance, that CECO retracts the indicative quote. CECO may retract the indicative quote only in the event that CECO, in its commercially reasonable judgment, believes that the fair market value of the Capacity Requirement has materially declined since CECO delivered the indicative quote to NEA. In the event that CECO retracts the indicative quote, NEA may, at its election, (A) provide Third-Party Quotes to CECO for the applicable Capacity Requirement, provided that NEA does so within two (2) Business Days after CECO’s retraction of the indicative quote (and, in which event, the procedures set forth in Section 4.1(b)(ii) will be followed to determine the Negotiated Capacity Price), or (B) request a new indicative quote from CECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (ii) In the event that NEA rejects such indicative quote, NEA may, at its election, provide one or more Third-Party Quotes to CECO for the Capacity Requirement, provided that NEA does so within two (2) Business Days after NEA’s rejection of the indicative quote. In the event that NEA so delivers one or more Third-Party Quotes to CECO, CECO will, within one Business Day after delivery of the Third-Party Quotes, either (A) agree to establish any one of the Third-Party Quotes as the Negotiated Capacity Price or (B) sell Capacity (in an amount equal to the Capacity Requirement and for the Quote Period) to any of the Approved Capacity Buyers cited in the Third-Party Quotes at a different price, in which case such different price will be established as the Negotiated Capacity Price. Notwithstanding the foregoing, if, by the close of business on the Business Day immediately following NEA’s delivery of Third-Party Quotes, CECO, after making commercially reasonable efforts, is able to neither consummate a transaction as described in clause (B) of the immediately preceding sentence, nor confirm to its reasonable satisfaction the validity and firmness of at least one of the Third Party Quotes, then no Negotiated Capacity Price will be deemed to have been established for the applicable Capacity Requirement. In such event (or in the event that NEA does not deliver any Third-Party Quotes to CECO within two (2) Business Days after its rejection of the indicative quote), NEA may request a new indicative quote from CECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (c) If, despite their good faith efforts, the Parties are not able to agree upon a Negotiated Capacity price prior to the Contract UCAP Transfer Deadline then the Capacity Requirement shall be purchased by CECO from NEA on a bilateral basis and the Capacity Price paid by CECO to NEA shall be the settlement price set at the UCAP Monthly Supply Auction.

Payment for Contract Energy and Capacity Requirements. (a) All Contract Energy delivered to CECO BECO under this Agreement shall be purchased by CECO BECO for an amount calculated pursuant to this Section 4.1(a). (i) Beginning on the Effective Date and continuing for the Term, CECO BECO shall pay NEA a monthly energy payment (the “Energy Payment”) equal to the sum of: (A) the product of (I) the Contract Energy (in MWhs) delivered to CECO BECO hereunder during each hour during such month that cleared in the DAM and (II) the hourly DAM LMP Price for such hour at the Delivery Point for MWhs that cleared in the DAM for such month, plus (B) the product of (I) the Contract Energy (in MWhs) delivered to CECO BECO hereunder during each hour during such month that cleared in the RTM and (II) the hourly RTM LMP Price for such hour at the Delivery Point for MWhs that cleared in the RTM for such month, plus (C) a support payment (the “Support Payment”) equal to the product of (I) the lesser of: the total Contract Energy (in MWhs) delivered to CECO BECO hereunder during such month or the MWh quantity for the applicable month, as set forth in Schedule 4.1(a4.1 (a), and (II) the $/MWh price (the “Monthly Support Payment Price”) for the applicable month, as set forth in Schedule 4.1(a4.1 (a). Notwithstanding anything in this Agreement to the contrary, no exercise by NEA of its right under Section 8.2 to reduce Contract Energy delivered to CECO BECO as a result of CECOBECO’s failure to timely pay for such Contract Energy shall have the effect of reducing the Support Payment as calculated pursuant to this Section. (ii) CECOBECO’s sole payment obligation, including without limitation any Support Payment obligation, with respect to Contract Energy is limited to the payment of the Energy Payment for Contract Energy delivered in accordance with the terms of this Agreement by or on behalf of NEA to the Delivery Point. (b) All Capacity delivered to CECO BECO under this Agreement shall be purchased by CECO BECO at the Capacity Price. CECOBECO’s sole payment obligation with respect to Capacity is limited to the payment of the Capacity Payment for the Capacity Requirement actually provided to CECO BECO in accordance with the terms of this Agreement by or on behalf of NEA. The Parties will negotiate in good faith and in a commercially reasonable manner towards agreement upon a negotiated price for Capacity (the “Negotiated Capacity Price”) for each month of the Term in accordance with the terms and provisions of this Section 4.1(b). At any time during the Term, NEA may request CECO BECO to provide it with an indicative quote for the Capacity Requirement for one month or any period of months (the “Quote Period”) as set forth in such request. Within six (6) Business Days after CECOBECO’s receipt of such request, CECO BECO will provide NEA with an indicative quote for a purchase price of such Capacity Requirement for the Quote Period which CECO BECO in its commercially reasonable judgment believes reflects the fair market value for such Capacity Requirement. Within one Business Day after its receipt of such indicative quote, NEA will inform CECO BECO as to whether NEA accepts or rejects the indicative quote. (i) In the event that NEA accepts the indicative quote, the pricing reflected in such indicative quote will be established as the Negotiated Capacity Price for such Capacity Requirement unless CECO BECO notifies NEA, within one Business Day after NEA’s acceptance, that CECO BECO retracts the indicative quote. CECO BECO may retract the indicative quote only in the event that CECOBECO, in its commercially reasonable judgment, believes that the fair market value of the Capacity Requirement has materially declined since CECO BECO delivered the indicative quote to NEA. In the event that CECO BECO retracts the indicative quote, NEA may, at its election, (A) provide Third-Party Quotes to CECO BECO for the applicable Capacity Requirement, provided that NEA does so within two (2) Business Days after CECOBECO’s retraction of the indicative quote (and, in which event, the procedures set forth in Section 4.1(b)(ii) will be followed to determine the Negotiated Capacity Price), or (B) request a new indicative quote from CECO BECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (ii) In the event that NEA rejects such indicative quote, NEA may, at its election, provide one or more Third-Party Quotes to CECO BECO for the Capacity Requirement, provided that NEA does so within two (2) Business Days after NEA’s rejection of the indicative quote. In the event that NEA so delivers one or more Third-Party Quotes to CECOBECO, CECO BECO will, within one Business Day after delivery of the Third-Party Quotes, either (A) agree to establish any one of the Third-Party Quotes as the Negotiated Capacity Price or (B) sell Capacity (in an amount equal to the Capacity Requirement and for the Quote Period) to any of the Approved Capacity Buyers cited in the Third-Party Quotes at a different price, in which case such different price will be established as the Negotiated Capacity Price. Notwithstanding the foregoing, if, by the close of business on the Business Day immediately following NEA’s delivery of Third-Party Quotes, CECOBECO, after making commercially reasonable efforts, is able to neither consummate a transaction as described in clause (B) of the immediately preceding sentence, nor confirm to its reasonable satisfaction the validity and firmness of at least one of the Third Party Quotes, then no Negotiated Capacity Price will be deemed to have been established for the applicable Capacity Requirement. In such event (or in the event that NEA does not deliver any Third-Party Quotes to CECO BECO within two (2) Business Days after its rejection of the indicative quote), NEA may request a new indicative quote from CECO BECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (c) If, despite their good faith efforts, the Parties are not able to agree upon a Negotiated Capacity price prior to the Contract UCAP Transfer Deadline then the Capacity Requirement shall be purchased by CECO BECO from NEA on a bilateral basis and the Capacity Price paid by CECO BECO to NEA shall be the settlement price set at the UCAP Monthly Supply Auction.

Payment for Contract Energy and Capacity Requirements. (a) All Contract Energy delivered to CECO BECO under this Agreement shall be purchased by CECO BECO for an amount calculated pursuant to this Section 4.1(a). . (i) Beginning on the Effective Date and continuing for the Term, CECO BECO shall pay NEA a monthly energy payment (the “"Energy Payment”") equal to the sum of: (A) the product of (I) the Contract Energy (in MWhs) delivered to CECO BECO hereunder during each hour during such month that cleared in the DAM and (II) the hourly DAM LMP Price for such hour at the Delivery Point for MWhs that cleared in the DAM for such month, plus (B) the product of (I) the Contract Energy (in MWhs) delivered to CECO BECO hereunder during each hour during such month that cleared in the RTM and (II) the hourly RTM LMP Price for such hour at the Delivery Point for MWhs that cleared in the RTM for such month, plus (C) a support payment (the “"Support Payment”") equal to the product of (I) the lesser of: the total Contract Energy (in MWhs) delivered to CECO BECO hereunder during such month or the MWh quantity for the applicable month, as set forth in Schedule 4.1(a), and (II) the $/MWh price (the “"Monthly Support Payment Price”") for the applicable month, as set forth in Schedule 4.1(a). Notwithstanding anything in this Agreement to the contrary, no exercise by NEA of its right under Section 8.2 to reduce Contract Energy delivered to CECO BECO as a result of CECO’s BECO's failure to timely pay for such Contract Energy shall have the effect of reducing the Support Payment as calculated pursuant to this Section. . (ii) CECO’s BECO's sole payment obligation, including without limitation any Support Payment obligation, with respect to Contract Energy is limited to the payment of the Energy Payment for Contract Energy delivered in accordance with the terms of this Agreement by or on behalf of NEA to the Delivery Point. (b) All Capacity delivered to CECO under this Agreement shall be purchased by CECO at the Capacity Price. CECO’s sole payment obligation with respect to Capacity is limited to the payment of the Capacity Payment for the Capacity Requirement actually provided to CECO in accordance with the terms of this Agreement by or on behalf of NEA. The Parties will negotiate in good faith and in a commercially reasonable manner towards agreement upon a negotiated price for Capacity (the “Negotiated Capacity Price”) for each month of the Term in accordance with the terms and provisions of this Section 4.1(b). At any time during the Term, NEA may request CECO to provide it with an indicative quote for the Capacity Requirement for one month or any period of months (the “Quote Period”) as set forth in such request. Within six (6) Business Days after CECO’s receipt of such request, CECO will provide NEA with an indicative quote for a purchase price of such Capacity Requirement for the Quote Period which CECO in its commercially reasonable judgment believes reflects the fair market value for such Capacity Requirement. Within one Business Day after its receipt of such indicative quote, NEA will inform CECO as to whether NEA accepts or rejects the indicative quote. (i) In the event that NEA accepts the indicative quote, the pricing reflected in such indicative quote will be established as the Negotiated Capacity Price for such Capacity Requirement unless CECO notifies NEA, within one Business Day after NEA’s acceptance, that CECO retracts the indicative quote. CECO may retract the indicative quote only in the event that CECO, in its commercially reasonable judgment, believes that the fair market value of the Capacity Requirement has materially declined since CECO delivered the indicative quote to NEA. In the event that CECO retracts the indicative quote, NEA may, at its election, (A) provide Third-Party Quotes to CECO for the applicable Capacity Requirement, provided that NEA does so within two (2) Business Days after CECO’s retraction of the indicative quote (and, in which event, the procedures set forth in Section 4.1(b)(ii) will be followed to determine the Negotiated Capacity Price), or (B) request a new indicative quote from CECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (ii) In the event that NEA rejects such indicative quote, NEA may, at its election, provide one or more Third-Party Quotes to CECO for the Capacity Requirement, provided that NEA does so within two (2) Business Days after NEA’s rejection of the indicative quote. In the event that NEA so delivers one or more Third-Party Quotes to CECO, CECO will, within one Business Day after delivery of the Third-Party Quotes, either (A) agree to establish any one of the Third-Party Quotes as the Negotiated Capacity Price or (B) sell Capacity (in an amount equal to the Capacity Requirement and for the Quote Period) to any of the Approved Capacity Buyers cited in the Third-Party Quotes at a different price, in which case such different price will be established as the Negotiated Capacity Price. Notwithstanding the foregoing, if, by the close of business on the Business Day immediately following NEA’s delivery of Third-Party Quotes, CECO, after making commercially reasonable efforts, is able to neither consummate a transaction as described in clause (B) of the immediately preceding sentence, nor confirm to its reasonable satisfaction the validity and firmness of at least one of the Third Party Quotes, then no Negotiated Capacity Price will be deemed to have been established for the applicable Capacity Requirement. In such event (or in the event that NEA does not deliver any Third-Party Quotes to CECO within two (2) Business Days after its rejection of the indicative quote), NEA may request a new indicative quote from CECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (c) If, despite their good faith efforts, the Parties are not able to agree upon a Negotiated Capacity price prior to the Contract UCAP Transfer Deadline then the Capacity Requirement shall be purchased by CECO from NEA on a bilateral basis and the Capacity Price paid by CECO to NEA shall be the settlement price set at the UCAP Monthly Supply Auction.

Payment for Contract Energy and Capacity Requirements. (a) All Contract Energy delivered to CECO BECO under this Agreement shall be purchased by CECO BECO for an amount calculated pursuant to this Section 4.1(a). (i) Beginning on the Effective Date and continuing for the Term, CECO BECO shall pay NEA a monthly energy payment (the “Energy Payment”) equal to the sum of: (A) the product of (I) the Contract Energy (in MWhs) delivered to CECO BECO hereunder during each hour during such month that cleared in the DAM and (II) the hourly DAM LMP Price for such hour at the Delivery Point for MWhs that cleared in the DAM for such month, plus (B) the product of (I) the Contract Energy (in MWhs) delivered to CECO BECO hereunder during each hour during such month that cleared in the RTM and (II) the hourly RTM LMP Price for such hour at the Delivery Point for MWhs that cleared in the RTM for such month, plus (C) a support payment (the “Support Payment”) equal to the product of (I) the lesser of: the total Contract Energy (in MWhs) delivered to CECO BECO hereunder during such month or the MWh quantity for the applicable month, as set forth in Schedule 4.1(a), and (II) the $/MWh price (the “Monthly Support Payment Price”) for the applicable month, as set forth in Schedule 4.1(a). Notwithstanding anything in this Agreement to the contrary, no exercise by NEA of its right under Section 8.2 to reduce Contract Energy delivered to CECO BECO as a result of CECOBECO’s failure to timely pay for such Contract Energy shall have the effect of reducing the Support Payment as calculated pursuant to this Section. (ii) CECOBECO’s sole payment obligation, including without limitation any Support Payment obligation, with respect to Contract Energy is limited to the payment of the Energy Payment for Contract Energy delivered in accordance with the terms of this Agreement by or on behalf of NEA to the Delivery Point. (b) All Capacity delivered to CECO BECO under this Agreement shall be purchased by CECO BECO at the Capacity Price. CECOBECO’s sole payment obligation with respect to Capacity is limited to the payment of the Capacity Payment for the Capacity Requirement actually provided to CECO BECO in accordance with the terms of this Agreement by or on behalf of NEA. The Parties will negotiate in good faith and in a commercially reasonable manner towards agreement upon a negotiated price for Capacity (the “Negotiated Capacity Price”) for each month of the Term in accordance with the terms and provisions of this Section 4.1(b). At any time during the Term, NEA may request CECO BECO to provide it with an indicative quote for the Capacity Requirement for one month or any period of months (the “Quote Period”) as set forth in such request. Within six (6) Business Days after CECOBECO’s receipt of such request, CECO BECO will provide NEA with an indicative quote for a purchase price of such Capacity Requirement for the Quote Period which CECO BECO in its commercially reasonable judgment believes reflects the fair market value for such Capacity Requirement. Within one Business Day after its receipt of such indicative quote, NEA will inform CECO BECO as to whether NEA accepts or rejects the indicative quote. (i) In the event that NEA accepts the indicative quote, the pricing reflected in such indicative quote will be established as the Negotiated Capacity Price for such Capacity Requirement unless CECO BECO notifies NEA, within one Business Day after NEA’s acceptance, that CECO BECO retracts the indicative quote. CECO BECO may retract the indicative quote only in the event that CECOBECO, in its commercially reasonable judgment, believes that the fair market value of the Capacity Requirement has materially declined since CECO BECO delivered the indicative quote to NEA. In the event that CECO BECO retracts the indicative quote, NEA may, at its election, (A) provide Third-Party Quotes to CECO BECO for the applicable Capacity Requirement, provided that NEA does so within two (2) Business Days after CECOBECO’s retraction of the indicative quote (and, in which event, the procedures set forth in Section 4.1(b)(ii) will be followed to determine the Negotiated Capacity Price), or (B) request a new indicative quote from CECO BECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (ii) In the event that NEA rejects such indicative quote, NEA may, at its election, provide one or more Third-Party Quotes to CECO BECO for the Capacity Requirement, provided that NEA does so within two (2) Business Days after NEA’s rejection of the indicative quote. In the event that NEA so delivers one or more Third-Party Quotes to CECOBECO, CECO BECO will, within one Business Day after delivery of the Third-Party Quotes, either (A) agree to establish any one of the Third-Party Quotes as the Negotiated Capacity Price or (B) sell Capacity (in an amount equal to the Capacity Requirement and for the Quote Period) to any of the Approved Capacity Buyers cited in the Third-Party Quotes at a different price, in which case such different price will be established as the Negotiated Capacity Price. Notwithstanding the foregoing, if, by the close of business on the Business Day immediately following NEA’s delivery of Third-Party Quotes, CECOBECO, after making commercially reasonable efforts, is able to neither consummate a transaction as described in clause (B) of the immediately preceding sentence, nor confirm to its reasonable satisfaction the validity and firmness of at least one of the Third Party Quotes, then no Negotiated Capacity Price will be deemed to have been established for the applicable Capacity Requirement. In such event (or in the event that NEA does not deliver any Third-Party Quotes to CECO BECO within two (2) Business Days after its rejection of the indicative quote), NEA may request a new indicative quote from CECO BECO (which request may be for the same or a different period), in which event the negotiation process set forth in this Section 4.1(b) will be repeated with respect to such request. (c) If, despite their good faith efforts, the Parties are not able to agree upon a Negotiated Capacity price prior to the Contract UCAP Transfer Deadline then the Capacity Requirement shall be purchased by CECO BECO from NEA on a bilateral basis and the Capacity Price paid by CECO BECO to NEA shall be the settlement price set at the UCAP Monthly Supply Auction.