Common use of Termination Payment Clause in Contracts

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies and the XXXX Supplier for the provision of XXXX Supply or similar service (each, an “Other XXXX Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party under this Agreement or Other XXXX Supply Agreements 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 and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX Supply Agreement plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX Supplier is the Defaulting Party and the Termination Payment is due to such XXXX Supplier, the Companies will be entitled to retain a 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 such XXXX Supplier as Default Damages; and further provided that any previously attached security interest of the Companies in such retained amounts will continue. If the Termination Payment has been retained by the Companies as security for additional amounts that may be determined to be due and owing by the XXXX Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX Supplier, the Companies will pay simple interest on the Termination Payment amount being made to the XXXX Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus (a) similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies Duke Energy Ohio and the XXXX applicable SSO Supplier for the provision of XXXX SSO Supply or similar service (each, an “Other XXXX SSO Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Non-Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements and actually received, liquidated and retained by the Non-Defaulting Party, plus (c) any or all other amounts due to the Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus (a) similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX SSO Supply Agreement being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus (c) any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX an SSO Supplier is the Defaulting Party and the Termination Payment is due to such XXXX SSO Supplier, the Companies Duke Energy Ohio will be entitled to retain a reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as a security for additional amounts that may be determined to be due and owing by such XXXX SSO Supplier as Default Damages; and further provided that any previously attached security interest of the Companies Duke Energy Ohio in such retained amounts will continue. If the Termination Payment has been retained by the Companies Duke Energy Ohio as security for additional amounts that may be determined to be due and owing by the XXXX SSO Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX SSO Supplier, the Companies Duke Energy Ohio will pay simple interest at the Interest Rate on the Termination Payment amount being made to the XXXX SSO Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus (a) similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies AEP Ohio and the XXXX applicable SSO Supplier for the provision of XXXX Supply SSO Supply, Energy supply or other similar service (each, an “Other XXXX Energy Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Non-Non- Defaulting Party under this Agreement or Other XXXX Energy Supply Agreements and actually received, liquidated and retained by the Non-Defaulting Party, plus (c) any or all other amounts due to the Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Energy Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus (a) similar settlement amounts payable to the Non-Non- Defaulting Party under any Other XXXX Energy Supply Agreement being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Defaulting Party under this Agreement or Other XXXX Energy Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus (c) any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Energy Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX an SSO Supplier is the Defaulting Party and the Termination Payment is due to such XXXX SSO Supplier, the Companies AEP Ohio will be entitled to retain a reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as a security for additional amounts that may be determined to be due and owing by such XXXX SSO Supplier as Default Damages; and further provided that any previously attached security interest of the Companies AEP Ohio in such retained amounts will continue. If the Termination Payment has been retained by the Companies AEP Ohio as security for additional amounts that may be determined to be due and owing by the XXXX SSO Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX SSO Supplier, the Companies AEP Ohio will pay simple interest at the Interest Rate on the Termination Payment amount being made to the XXXX SSO Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies and the XXXX applicable SSO Supplier for the provision of XXXX SSO Supply or similar service (each, an “Other XXXX SSO Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements 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 and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX SSO Supply Agreement plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX an SSO Supplier is the Defaulting Party and the Termination Payment is due to such XXXX SSO Supplier, the Companies will be entitled to retain a 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 such XXXX SSO Supplier as Default Damages; and further provided that any previously attached security interest of the Companies in such retained amounts will continue. If the Termination Payment has been retained by the Companies as security for additional amounts that may be determined to be due and owing by the XXXX SSO Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX SSO Supplier, the Companies will pay simple interest on the Termination Payment amount being made to the XXXX SSO Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies and the XXXX applicable SSO Supplier for the provision of XXXX SSO Supply or similar service (each, an “Other XXXX SSO Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements 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 and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus similar settlement amounts payable to the Non-Non- Defaulting Party under any Other XXXX SSO Supply Agreement plus, at the option of the Non-Non- Defaulting Party, any cash or other form of security then available to the Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus any or all other amounts due to the Non-Non- Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX an SSO Supplier is the Defaulting Party and the Termination Payment is due to such XXXX SSO Supplier, the Companies will be entitled to retain a 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 such XXXX SSO Supplier as Default Damages; and further provided that any previously attached security interest of the Companies in such retained amounts will continue. If the Termination Payment has been retained by the Companies as security for additional amounts that may be determined to be due and owing by the XXXX SSO Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX SSO Supplier, the Companies will pay simple interest on the Termination Payment amount being made to the XXXX SSO Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus (a) similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies AEP Ohio and the XXXX Supplier for the provision of XXXX Supply Supply, Energy supply or other similar service (each, an “Other XXXX Energy Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Non-Non- Defaulting Party under this Agreement or Other XXXX Energy Supply Agreements and actually received, liquidated and retained by the Non-Defaulting Party, plus (c) any or all other amounts due to the Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Energy Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus (a) similar settlement amounts payable to the Non-Non- Defaulting Party under any Other XXXX Energy Supply Agreement being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Defaulting Party under this Agreement or Other XXXX Energy Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus (c) any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Energy Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX Supplier is the Defaulting Party and the Termination Payment is due to such the XXXX Supplier, the Companies AEP Ohio will be entitled to retain a reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as a security for additional amounts that may be determined to be due and owing by such the XXXX Supplier as Default Damages; and further provided that any previously attached security interest of the Companies AEP Ohio in such retained amounts will continue. If the Termination Payment has been retained by the Companies AEP Ohio as security for additional amounts that may be determined to be due and owing by the XXXX Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX Supplier, the Companies AEP Ohio will pay simple interest at the Interest Rate on the Termination Payment amount being made to the XXXX Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus (a) similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies and the XXXX Supplier for the provision of XXXX Supply or similar service (each, an “Other XXXX Supply Agreement”) Agreement being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Non-Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually received, liquidated and retained by the Non-Defaulting Party, plus (c) any or all other amounts due to the Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus (a) similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX Supply Agreement being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus (c) any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX Supplier is the Defaulting Party and the Termination Payment is due to such the XXXX Supplier, the Companies Duke Energy Ohio will be entitled to retain a reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as a security for additional amounts that may be determined to be due and owing by such the XXXX Supplier as Default Damages; and further provided that any previously attached security interest of the Companies Duke Energy Ohio in such retained amounts will continue. If the Termination Payment has been retained by the Companies Duke Energy Ohio as security for additional amounts that may be determined to be due and owing by the XXXX Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX Supplier, the Companies Duke Energy Ohio will pay simple interest at the Interest Rate on the Termination Payment amount being made to the XXXX Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus (a) similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies Duke Energy Ohio and the XXXX applicable SSO Supplier for the provision of XXXX SSO Supply or similar service (each, an “Other XXXX SSO Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Non-Non- Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements and actually received, liquidated and retained by the Non-Defaulting Party, plus (c) any or all other amounts due to the Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus (a) similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX SSO Supply Agreement being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus (c) any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX an SSO Supplier is the Defaulting Party and the Termination Payment is due to such XXXX SSO Supplier, the Companies Duke Energy Ohio will be entitled to retain a reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as a security for additional amounts that may be determined to be due and owing by such XXXX SSO Supplier as Default Damages; and further provided that any previously attached security interest of the Companies Duke Energy Ohio in such retained amounts will continue. If the Termination Payment has been retained by the Companies Duke Energy Ohio as security for additional amounts that may be determined to be due and owing by the XXXX SSO Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX SSO Supplier, the Companies Duke Energy Ohio will pay simple interest at the Interest Rate on the Termination Payment amount being made to the XXXX SSO Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies AES Ohio and the XXXX applicable SSO Supplier for the provision of XXXX SSO Supply or similar service (each, an “Other XXXX SSO Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements 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 and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX SSO Supply Agreement plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX an SSO Supplier is the Defaulting Party and the Termination Payment is due to such XXXX SSO Supplier, the Companies AES Ohio will be entitled to retain a 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 such XXXX SSO Supplier as Default Damages; and further provided that any previously attached security interest of the Companies AES Ohio in such retained amounts will continue. If the Termination Payment has been retained by the Companies AES Ohio as security for additional amounts that may be determined to be due and owing by the XXXX SSO Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX SSO Supplier, the Companies AES Ohio will pay simple interest on the Termination Payment amount being made to the XXXX SSO Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting If this Agreement is terminated (a) by the Required Commitment Parties pursuant to Section 13(c)(i) or Section 13(c)(v); (b) by the Required Commitment Parties pursuant to Section 13(c)(ii)(A) or Section 13(c)(ii)(C); or (c) by the Debtors pursuant to Section 13(b)(ii); and following such termination under the foregoing clause (b) or (c) the Debtors consummate an Alternative Proposal at any time during the period that is twelve (12) months from the date of such termination; the Debtors shall pay a cash premium in the aggregate amount of ten percent (10%) of the Rights Offering Amount, (i) solely in the case of the foregoing clause (a) within ten (10) Business Days of such termination or (ii) in the case of the foregoing clause (b) or (c), promptly following consummation of such Alternative Proposal, in each case (i) and (ii), in the amount to each Backstop Party will calculate a single payment opposite the name of such Backstop Party on Schedule 3 hereto (plus any Transaction Expenses) (the “Termination PaymentPayment Amount”), provided that (x) by netting out (i) the sum no Backstop Party shall be paid any portion of the Settlement Termination Payment Amount under this Agreement payable to the if such Backstop Party is a Defaulting Party, plus similar settlement amounts payable to the Defaulting Commitment Party under any other agreements between the Companies and the XXXX Supplier for the provision of XXXX Supply or similar service (each, an “Other XXXX Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option time of the Non-termination and such Defaulting Commitment Party, any cash or other form of security then available to the Non-Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually received, liquidated ’s Termination Payment Amount shall be forfeited and retained by the Non-Defaulting PartyDebtors, plus (y) no Termination Payment Amount shall be paid to any or all other amounts due to the Defaulting Backstop Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX Supply Agreement plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party under if this Agreement or Other XXXX Supply Agreements and actually received, liquidated and retained the RSA shall have been terminated by the Defaulting Party, plus any Debtors or all other amounts due to the Non-Defaulting Party under Requisite Consenting Creditors (as defined in the RSA) in accordance with its t erms as a result a material breach by one or more Commitment Parties constituting the Required Commitment Parties and (z) if the Debtors terminate this Agreement and, at the option pursuant to Section 13(b)(iv) (except as a result of a breach thereof by one or more of the Non-Defaulting PartyConsenting Creditors), Other XXXX Supply Agreements. The Termination Payment such termination will be due not relieve the Debtors of their obligations to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX Supplier is the Defaulting Party and pay the Termination Payment is due Amount to such XXXX Supplier, the Companies will be entitled to retain a reasonable portion Backstop Parties if any of the Termination Paymentconditions described in Sections 13(c)(i), which may be equal 13(c)(ii)(A), Section 13(c)(ii)(C) or 13(c)(v) are otherwise satisfied. Subject only to the entire amount approval of this Agreement by the Termination PaymentBankruptcy Court, as security for additional amounts that may be determined to be due and owing by such XXXX Supplier as Default Damages; and further provided that any previously attached security interest of the Companies extent payable in such retained amounts will continue. If accordance with this Section 13(e), the Termination Payment has been retained by the Companies as security for additional amounts that may be determined to be due and owing by the XXXX Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX Supplier, the Companies will pay simple interest on the Termination Payment amount being made to the XXXX Supplier for the period of such retention. Simple interest will be calculated at the lower Amount shall constitute an allowed administrative expense of the Interest Index or six percent (6%Debtors’ estates under Sections 503(b) per annumand 507 of the Bankruptcy Code with the priority provided by Section 503(b)(1) of the Bankruptcy Code.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “As soon as practicable after an Early Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting PartyDate is declared, plus similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies and the XXXX Supplier for the provision of XXXX Supply or similar service (each, an “Other XXXX Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party shall provide Notice to the Defaulting Party of the sum of all amounts owed by the Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually receivedAgreement, liquidated and retained including Forward Settlement Amounts, less any amounts owed by the Non-Defaulting Party, plus any or all other amounts due Party to the Defaulting Party under this Agreement and(the “Termination Payment”). The Notice shall include a written statement, at setting forth, in reasonable detail, the option calculation of such Termination Payment together with appropriate supporting documentation. If the Generating Facility is a New Eligible CHP Facility, no Forward Settlement Amount is assessed for any Termination Payment due to Buyer as the Non-Defaulting Party, Other XXXX Supply Agreements, and (ii) Party by Seller as the sum of the Settlement Amount under Defaulting Party if this Agreement payable to is terminated before the Non-Term Start Date. If the Termination Payment is positive, the Defaulting Party, plus similar settlement amounts payable Party shall pay such amount to the Non-Defaulting Party under any Other XXXX Supply Agreement pluswithin ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., at the option of Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), any cash or other form of security then available to the Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements. The Termination Payment will be due shall pay such amount to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX Supplier is the Defaulting Party and within 10 Business Days after the Termination Payment Notice is due provided. The Parties shall negotiate to such XXXX Supplier, resolve any disputes regarding the Companies will be entitled to retain a reasonable portion calculation of the Termination Payment, . Any disputes which the Parties are unable to resolve through negotiation may be equal to submitted for resolution through the entire amount dispute resolution procedure in Article Ten. *** End of the Termination PaymentArticle Six *** LIMITATIONS OF LIABILITIES EXCEPT AS SET FORTH IN THIS ARTICLE SEVEN, as security for additional amounts that may be determined to be due and owing by such XXXX Supplier as Default Damages; and further provided that any previously attached security interest THERE ARE NO WARRANTIES BY EITHER PARTY UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES IS THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY IS LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE OBLIGOR’S LIABILITY IS LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES IS THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. THE VALUE OF ANY PRODUCTION TAX CREDITS DETERMINED ON AN AFTER-TAX BASIS, LOST DUE TO BUYER’S DEFAULT (WHICH SELLER HAS NOT BEEN ABLE TO MITIGATE AFTER USE OF REASONABLE EFFORTS) IF ANY, SHALL BE DEEMED DIRECT DAMAGES. THE VALUE OF ANY INVESTMENT TAX CREDITS DETERMINED ON AN AFTER-TAX BASIS, LOST DUE TO BUYER’S DEFAULT (WHICH SELLER HAS NOT BEEN ABLE TO MITIGATE AFTER USE OF REASONABLE EFFORTS) IF ANY, SHALL BE DEEMED DIRECT DAMAGES. UNLESS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, INCLUDING THE PROVISIONS OF SECTION 9.03, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS IMPOSED IN THIS ARTICLE SEVEN ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID UNDER THIS AGREEMENT ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED UNDER THIS AGREEMENT CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTHING IN THIS ARTICLE SEVEN PREVENTS, OR IS INTENDED TO PREVENT BUYER FROM PROCEEDING AGAINST OR EXERCISING ITS RIGHTS WITH RESPECT TO ANY SECURED INTEREST IN COLLATERAL. *** End of the Companies in such retained amounts will continue. If the Termination Payment has been retained by the Companies as security for additional amounts that may be determined to be due and owing by the XXXX Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX Supplier, the Companies will pay simple interest on the Termination Payment amount being made to the XXXX Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.Article Seven *** GOVERNMENTAL CHARGES

Termination Payment. The As soon as practicable after an Early Termination Date is declared, the Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus similar settlement amounts payable shall provide Notice to the Defaulting Party under any other agreements between the Companies and the XXXX Supplier for the provision of XXXX Supply or similar service (each, an “Other XXXX Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option of the Non-Termination Payment. The Notice must include a written statement setting forth, in reasonable detail, the calculation of such Termination Payment including the Forward Settlement Amount, together with appropriate supporting documentation. If the Termination Payment is positive, the Defaulting Party, any cash or other form of security then available Party shall pay such amount to the Non-Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually receivedwithin ten (10) Business Days after the Notice is provided. If the Termination Payment is negative (i.e., liquidated and retained by the Non-Defaulting Party owes the Defaulting Party more than the Defaulting Party owes the Non-Defaulting Party), plus any or all other amounts due to the Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus similar settlement amounts payable to then the Non-Defaulting Party under any Other XXXX Supply Agreement plus, at the option of the Non-Defaulting Party, any cash or other form of security then available shall pay such amount to the Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually received, liquidated and retained by within thirty (30) days after the Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Supply AgreementsNotice is provided. The Termination Payment will be due Parties shall negotiate in good faith to or due from resolve any disputes regarding the Non-Defaulting Party as appropriate; provided, however, that if the XXXX Supplier is the Defaulting Party and the Termination Payment is due to such XXXX Supplier, the Companies will be entitled to retain a reasonable portion calculation of the Termination Payment, . Any disputes which the Parties are unable to resolve through negotiation may be equal to the entire amount submitted for resolution through mediation as provided in ARTICLE Fourteen.. *** End of the Termination PaymentARTICLE SIX *** LIMITATIONS OF LIABILITIES EXCEPT AS SET FORTH HEREIN, as security for additional amounts that may be determined to be due and owing by such XXXX Supplier as Default Damages; and further provided that any previously attached security interest THERE ARE NO WARRANTIES BY EITHER PARTY UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY WILL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED, UNLESS THE PROVISION IN QUESTION PROVIDES THAT THE EXPRESS REMEDIES ARE IN ADDITION TO OTHER REMEDIES THAT MAY BE AVAILABLE. SUBJECT TO SECTION Fourteen.3, IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR’S LIABILITY WILL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PROVISIONS OF SECTION Twelve.3 (INDEMNITY), NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. NOTHING IN THIS ARTICLE PREVENTS, OR IS INTENDED TO PREVENT ANAHEIM FROM PROCEEDING AGAINST OR EXERCISING ITS RIGHTS WITH RESPECT TO ANY DEVELOPMENT SECURITY. *** End of the Companies in such retained amounts will continue. If the Termination Payment has been retained by the Companies as security for additional amounts that may be determined to be due and owing by the XXXX Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX Supplier, the Companies will pay simple interest on the Termination Payment amount being made to the XXXX Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.ARTICLE SEVEN *** CREDIT AND COLLATERAL REQUIREMENTS

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies DP&L and the XXXX Supplier for the provision of XXXX Supply or similar service (each, an “Other XXXX Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party under this Agreement or Other XXXX Supply Agreements 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 and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX Supply Agreement plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX Supplier is the Defaulting Party and the Termination Payment is due to such XXXX Supplier, the Companies DP&L will be entitled to retain a 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 such XXXX Supplier as Default Damages; and further provided that any previously attached security interest of the Companies DP&L in such retained amounts will continue. If the Termination Payment has been retained by the Companies DP&L as security for additional amounts that may be determined to be due and owing by the XXXX Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX Supplier, the Companies DP&L will pay simple interest on the Termination Payment amount being made to the XXXX Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus (a) similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies AEP Ohio and the XXXX applicable SSO Supplier for the provision of XXXX Supply SSO Supply, Energy supply or other similar service (each, an “Other XXXX Energy Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Defaulting Party, any cash or other form of security Performance Assurance then available to the Non-Defaulting Party under this Agreement or Other XXXX Energy Supply Agreements and actually received, liquidated and retained by the Non-Defaulting Party, plus (c) any or all other amounts due to the Defaulting Party under this Agreement and, at the option of the Non-Non- Defaulting Party, Other XXXX Energy Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus (a) similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX Energy Supply Agreement being terminated due to the event giving rise to the Event of Default plus, (b) at the option of the Non-Non- Defaulting Party, any cash or other form of security Performance Assurance then available to the Defaulting Party under this Agreement or Other XXXX Energy Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus (c) any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Energy Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX an SSO Supplier is the Defaulting Party and the Termination Payment is due to such XXXX SSO Supplier, the Companies AEP Ohio will be entitled to retain a reasonable portion of the Termination Payment, which may be equal to the entire amount of the Termination Payment, as a security for additional amounts that may be determined to be due and owing by such XXXX SSO Supplier as Default Damages; and further provided that any previously attached security interest of the Companies AEP Ohio in such retained amounts will continue. If the Termination Payment has been retained by the Companies AEP Ohio as security for additional amounts that may be determined to be due and owing by the XXXX SSO Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX SSO Supplier, the Companies AEP Ohio will pay simple interest at the Interest Rate on the Termination Payment amount being made to the XXXX SSO Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies DP&L and the XXXX Supplier for the provision of XXXX Supply or similar service (each, an “Other XXXX Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party under this Agreement or Other XXXX Supply Agreements 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 and, at the option of the Non-Non- Defaulting Party, Other XXXX Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX Supply Agreement plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party under this Agreement or Other XXXX Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX Supplier is the Defaulting Party and the Termination Payment is due to such XXXX Supplier, the Companies DP&L will be entitled to retain a 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 such XXXX Supplier as Default Damages; and further provided that any previously attached security interest of the Companies DP&L in such retained amounts will continue. If the Termination Payment has been retained by the Companies DP&L as security for additional amounts that may be determined to be due and owing by the XXXX Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX Supplier, the Companies DP&L will pay simple interest on the Termination Payment amount being made to the XXXX Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.

Termination Payment. The Non-Defaulting Party will calculate a single payment (the “Termination Payment”) by netting out (i) the sum of the Settlement Amount under this Agreement payable to the Defaulting Party, plus similar settlement amounts payable to the Defaulting Party under any other agreements between the Companies The Dayton Power and Light Company and the XXXX applicable SSO Supplier for the provision of XXXX SSO Supply or similar service (each, an “Other XXXX SSO Supply Agreement”) being terminated due to the event giving rise to the Event of Default plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Non- Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements 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 and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements, and (ii) the sum of the Settlement Amount under this Agreement payable to the Non-Defaulting Party, plus similar settlement amounts payable to the Non-Defaulting Party under any Other XXXX SSO Supply Agreement plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party under this Agreement or Other XXXX SSO Supply Agreements and actually received, liquidated and retained by the Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement and, at the option of the Non-Defaulting Party, Other XXXX SSO Supply Agreements. The Termination Payment will be due to or due from the Non-Defaulting Party as appropriate; provided, however, that if the XXXX an SSO Supplier is the Defaulting Party and the Termination Payment is due to such XXXX SSO Supplier, the Companies The Dayton Power and Light Company will be entitled to retain a 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 such XXXX SSO Supplier as Default Damages; and further provided that any previously attached security interest of the Companies The Dayton Power and Light Company in such retained amounts will continue. If the Termination Payment has been retained by the Companies The Dayton Power and Light Company as security for additional amounts that may be determined to be due and owing by the XXXX SSO Supplier, and if, upon making a final determination of Default Damages and payment therefor, the Termination Payment, or any portion thereof, is to be made to the XXXX SSO Supplier, the Companies The Dayton Power and Light Company will pay simple interest on the Termination Payment amount being made to the XXXX SSO Supplier for the period of such retention. Simple interest will be calculated at the lower of the Interest Index or six percent (6%) per annum.