Common use of Settlement Amount Clause in Contracts

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP CIEP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP CIEP Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Non- Defaulting Party, with respect to an Event of Default under subsections “i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “(i”), “(ii”), “(iii”), “(iv”), “(v”), “(vi”), “(vii” ), and “(viii” ) of Section Article 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. The DS Supplier may, in its sole discretion, select the notional quantity in the following subsection 5.4(a)(i) by checking the box below. If the DS Supplier does not select subsection 5.4(a)(i) by checking the box, it will be deemed to be excluded from this Agreement. (i) For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services DS Supply provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP DS Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP CIEP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Non- Defaulting Party, with respect to an Event of Default under subsections “i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP CIEP Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “(i”), “(ii”), “(iii”), “(iv”), “(v”), “(vi”), “(vii” ), and “(viii” ) of Section Article 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. The DS Supplier may, in its sole discretion, select the notional quantity in the following subsection 5.4(a)(i) by indicating yes or no on Appendix E. If the DS Supplier does not select subsection 5.4(a)(i) it will be deemed to be excluded from this Agreement. [CHECK BOX] (i) For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services DS Supply provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP DS Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided provided, however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “(i”), “(ii”), “(iii”), “(iv”), “(v”), “(vi”), “(vii” ), and “(viii” ) of Section Article 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. “□ The DS Supplier may, in its sole discretion, add the following subsection 5.4(a)(i) by checking this box. If DS Supplier does not check this box, subsection 5.4(a)(i) will be deemed to be excluded from this Agreement.” (i) For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services DS Supply provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP DS Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for the Early Termination (“Early Termination Date”) Date to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performanceperformance as provided in Section 5.2 of this Agreement; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “(a), (c), (d), (e), (f), (g), (h) and (i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” ) of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. The DS Supplier may, in its sole discretion, add the following subsection 5.4(a)(1) by checking this box. If DS Supplier does not check this box, subsection 5.4(a)(1) will be deemed to be excluded from this Agreement. (1) For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services DS Supply provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of Transaction(s) under this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had such Transaction(s) under this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP DS Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have has occurred and be is continuing, the Non-Defaulting Party (in the case of an Event of Default by the CompanyCompanies, each BGS-RSCP SSO Supplier shall be considered a “Non- Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, Agreement (ii) to withhold any payments due to the Defaulting Party under this Agreement, Agreement and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections subparagraphs “i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii”, “viii”, “ix”, “x” and “viiixi” of Section 5.1 of this Agreement5.1. The Non-Defaulting Party shall will calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. For the purposes of such determination, the quantity amounts of Energy (including all charges for transmission and distribution losses and congestion), Capacity ) and other services provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall will be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP SSO Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for the Early Termination (“Early Termination Date”) Date to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performanceperformance as provided in Section 5.2 of this Agreement; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Non- Defaulting Party, with respect to an Event of Default under subsections “(a), (c), (d), (e), (f), (g), (h), (i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii” ),) and “viii” (ji) of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. The DS Supplier may, in its sole discretion, add the following subsection 5.4(a)(1) by checking this box. If DS Supplier does not check this box, subsection 5.4(a)(1) will be deemed to be excluded from this Agreement. (1) For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services DS Supply provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of Transaction(s) under this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had such Transaction(s) under this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP DS Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP FP Supplier shall be considered a “Non- Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Non- Defaulting Party, with respect to an Event of Default under subsections “i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP FP Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuingcontinuing beyond the applicable cure period, if any, the Non-Non- Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right to: (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) calendar days after such notice is effective, as a an early termination date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, Agreement and (ii) to withhold any payments due to the Defaulting Party under this Agreement, . If Buyer is the Non- Defaulting Party and (iii) to suspend performance; provided however, that establishes an Early Termination Date, then the damages payable by Seller shall equal Buyer’s actual direct damages over the unexpired portion of the Term of Service (as if the Early Termination Date had not occurred) calculated in a commercially reasonable manner, including, but not limited to, the excess costs of replacement Energy in comparison to the Contract Price over the remaining term of the contract, determined in accordance with the terms hereof. If Seller is the Non- Defaulting Party and establishes an Early Termination Date, then the damages payable by Buyer shall equal Seller’s actual direct damages over the unexpired portion of the Term of Service (as if the Early Termination Date had not occurred) calculated in a commercially reasonable manner, which shall be deemed based on the shortfall in revenues derived from replacement Energy sales in comparison to occur automatically and concurrently with the Contract Price arising from the Buyer Event of Default. In order to mitigate the Seller’s damages, without Seller may sell all of the Contract Products to any requirement customer for the provision period of notice by time between such Early Termination Date and the Non-Defaulting Party, with respect unexpired Planned Term of Operation for so long as the Interconnection Agreement remains in full force and effect and Seller continues to an Event of Default under subsections “i”, “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” of Section 5.1 of this Agreementpay Buyer’s lease payments. The Non-Defaulting Party shall calculate, in determine a commercially reasonable manner, a Settlement Amount with respect single liquidated amount (the “Termination Payment”) payable by the Defaulting Party to the obligations Non-Defaulting Party by netting out from the damages payable to the Non-Defaulting Party as a result of the Defaulting Party’s breach (as described above) (i) any cash or other form of security then available to the Non-Defaulting Party pursuant to Article 17 and (ii) at the option of the Non-Defaulting Party (a) any amounts due to the Defaulting Party under this Agreement against (b) any amounts due to the Non- Defaulting Party under this Agreement. For Notwithstanding the purposes of such determinationforegoing, the quantity amounts of Energy (including all charges for losses payments due and congestion), Capacity and other services provided for under this Agreement owing for the period following Contract Products prior to the Early Termination Date through shall be made unless to the remainder extent such amounts are setoff as forth in this Article. As soon as practicable after an Event of Default, notice shall be given by the Non- Defaulting Party to the Defaulting Party of the term amount of this Agreement the Termination Payment. In no event shall a Termination Payment be due from the Non-Defaulting Party to the Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be deemed made by the Defaulting Party within ten (10) calendar days after such notice is effective. In connection with such payment, the Non- Defaulting Party shall have the right to be those quantity draw on any cash or other form of security then available to the Non-Defaulting Party pursuant to Article 17, or otherwise account therefor in a manner consistent with the calculation of the Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, nevertheless immediately pay the total Termination Payment within ten (10) calendar days after receipt of the Non- Defaulting Party’s notice of such amount plus any unpaid amounts that would have been delivered on an hourly basisowing to the Non-Defaulting Party, had this Agreement been in effect during and, within seven (7) Business Days of receipt of such notice, provide to the previous calendar year adjusted Non- Defaulting Party a detailed written explanation of the basis for such BGSdispute. The Non- Defaulting Party shall answer any questions, within two (2) Business Days of receiving such questions, from the Defaulting Party regarding the calculation of the Termination Payment. If the dispute is resolved in favor of the Defaulting Party, the disputed amount shall be refunded within seven (7) Business Days, with interest upon such amount, calculated at the Interest Rate from the date the Termination Payment was paid to the Non-RSCP Load changes as may have occurred since Defaulting Party until the previous calendar yeardate upon which the refund is made.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for the Early Termination (“Early Termination Date”) Date to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performanceperformance as provided in Section 5.2 of this Agreement; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “(a), (d), (e), (f), (g), (h), (i”), “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” (j) of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. The DS Supplier may, in its sole discretion, add the following subsection 5.4(a)(1) by checking this box. If DS Supplier does not check this box, subsection 5.4(a)(1) will be deemed to be excluded from this Agreement. (1) For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services DS Supply provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of Transaction(s) under this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had such Transaction(s) this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP DS Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for Early Termination (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performance; provided provided, however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “(i”), “(ii”), “(iii”), “(iv”), “(v”), “(vi”), “(vii” ), and “(viii” ) of Section Article 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. “ The DS Supplier may, in its sole discretion, add the following subsection 5.4(a)(i) by checking this box. If DS Supplier does not check this box, subsection 5.4(a)(i) will be deemed to be excluded from this Agreement.” (i) For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services DS Supply provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP DS Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for the Early Termination (“Early Termination Date”) Date to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performanceperformance as provided in Section 5.2 of this Agreement; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “(a), (d), (e), (f), (g), (h), (i”), “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” (j) of Section Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. The DS Supplier may, in its sole discretion, add the following subsection 5.4(a)(1) by checking this box. If DS Supplier does not check this box, subsection 5.4(a)(1) will be deemed to be excluded from this Agreement. (1) For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services DS Supply provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of Transaction(s) under this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had such Transaction(s) this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP DS Load changes as may have occurred since the previous calendar year.

Settlement Amount. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the Non-Defaulting Party (in the case of an Event of Default by the Company, each BGS-RSCP Supplier shall be considered a “Non- Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than twenty (20) days after such notice is effective, as a date for the Early Termination (“Early Termination Date”) Date to accelerate all amounts owing between the Parties and to liquidate and terminate the undertakings set forth in this Agreement, (ii) to withhold any payments due to the Defaulting Party under this Agreement, and (iii) to suspend performanceperformance as provided in Section 5.2 of this Agreement; provided however, that an Early Termination Date shall be deemed to occur automatically and concurrently with the Event of Default, without any requirement for the provision of notice by the Non-Defaulting Party, with respect to an Event of Default under subsections “(a), (d), (e), (f), (g), (h), (i”), “ii”, “iii”, “iv”, “v”, “vi”, “vii” and “viii” (j) of Section 5.1 of this Agreement. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount with respect to the obligations under this Agreement. The DS Supplier may, in its sole discretion, add the following subsection 5.4(a)(1) by checking this box. If DS Supplier does not check this box, subsection 5.4(a)(1) will be deemed to be excluded from this Agreement. (1) For the purposes of such determination, the quantity amounts of Energy (including all charges for losses and congestion), Capacity and other services DS Supply provided for under this Agreement for the period following the Early Termination Date through the remainder of the term of Transaction(s) under this Agreement shall be deemed to be those quantity amounts that would have been delivered on an hourly basis, had such Transaction(s) under this Agreement been in effect during the previous calendar year adjusted for such BGS-RSCP DS Load changes as may have occurred since the previous calendar year.