Common use of Net Out of Settlement Amounts Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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