Common use of Termination by Buyer On or After Commercial Operation Date Clause in Contracts

Termination by Buyer On or After Commercial Operation Date. If Buyer terminates this Agreement because of an Event of Default by Seller occurring on or after the Commercial Operation Date, then the Termination Payment due to Buyer shall be equal to the amount, if positive, without duplication, calculated according to the following formula: (w) the present value, discounted at a rate equal to the prime rate specified in the “Money & Investing” section of The Wall Street Journal determined as of the date of the notice of default, plus 300 basis points, for each month remaining in the Services Term, of (A) the amount, if any, by which the forward market price of Energy and Environmental Attributes, as determined by the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Buyer, for Replacement Energy and Replacement Environmental Attributes, exceeds the applicable Price that would have been paid pursuant to Exhibit D, multiplied by (B) the amount of Guaranteed Qualified Clean Energy; plus (x) any costs reasonably incurred or to be reasonably incurred by Buyer for the Qualified Clean Energy not Delivered as a result of such termination in excess of such costs for Replacement Energy, plus (y) any costs and losses reasonably incurred by Buyer as a result of the Event of Default and termination of the Agreement; minus (z) any Owner Termination Payment (as defined in the TSA) received by Buyer pursuant to Section 3.3.5(b) of the TSA. All such amounts shall be determined by Buyer in good faith and in a Commercially Reasonable Manner, and Buyer shall provide Seller with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(iii).

Termination by Buyer On or After Commercial Operation Date. If Buyer terminates this Agreement because of an Event of Default by Seller [occurring on or after the Commercial Operation Date],, then the Termination Payment due to Buyer shall be equal to the greater of: (i) the Credit Support amount required from Seller under Article 6, or (ii) the amount, if positive, without duplication, calculated according to the following formula: (wxw) the present value, discounted at a rate equal to the prime rate specified in the “Money & Investing” section of The Wall Street Journal determined as of the date of the notice of default, plus 300 basis points, for each month remaining in the Services Term, of (A) the amount, if if, any, by which the forward market price of Energy and Environmental Attributes, as determined by the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Buyer, for Replacement Energy and Replacement Environmental Attributes, exceeds the applicable Price that would have been paid pursuant to Exhibit DD of this Agreement, multiplied by (Bii)B) the amount of Guaranteed Qualified Clean EnergyEnergy as provided in Exhibit B; plus plus, (y (x) any costs reasonably incurred or to be reasonably incurred by Buyer in connection with the Related Transmission Facilities for the Qualified Clean Energy not Delivered deliveredDelivered as a result of such termination Terminationtermination in excess of such costs for Replacement Energy, plus (yzy) any costs and losses reasonably incurred by Buyer as a result of the Event of Default and termination of the Agreement; minus (z) any Owner Termination Payment (as defined in the TSA) received by Buyer pursuant to Section 3.3.5(b) of the TSA. All such amounts shall be determined by Buyer in good faith and in a Commercially Reasonable Manner, and Buyer shall provide Seller with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(iii).

Termination by Buyer On or After Commercial Operation Date. If Buyer terminates this Agreement because of an Event of Default by Seller occurring on or after the Commercial Operation Date, then the Termination Payment due to Buyer shall be equal to the greater of: (i) the security provided in accordance with Article 6, or (ii) the amount, if positive, without duplication, calculated according to the following formula: (wx) the present value, discounted at a rate equal to the prime rate specified in the “Money & Investing” section of The Wall Street Journal determined as of the date of the notice of default, plus 300 basis points, for each month remaining in the Services Term, of (Ai) the amount, if if, any, by which the forward market price of Energy and Environmental AttributesRenewable Energy Credits, as determined by the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Buyer, for Replacement Energy and Replacement Environmental AttributesRECs, exceeds the applicable Price that would have been paid pursuant to Exhibit DD of this Agreement, multiplied by (Bii) Buyer’s Percentage Entitlement of the amount projected Energy output of Guaranteed Qualified Clean Energythe Facility as determined by a recognized third party expert selected by Buyer, using a probability of exceedance basis of 50%; plus (x) any costs reasonably incurred or to be reasonably incurred by Buyer for the Qualified Clean Energy not Delivered as a result of such termination in excess of such costs for Replacement Energyplus, plus (y) any costs and losses reasonably incurred by Buyer as a result of the Event of Default and termination of the Agreement; minus (z) any Owner Termination Payment (as defined in the TSA) received by Buyer pursuant to Section 3.3.5(b) of the TSA. All such amounts shall be determined by Buyer in good faith and in a Commercially Reasonable Mannercommercially reasonable manner, and Buyer shall provide Seller with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(iii).

Termination by Buyer On or After Commercial Operation Date. If Buyer terminates this Agreement because of an Event of Default by Seller [occurring on or after the Commercial Operation Date], then the Termination Payment due to Buyer shall be equal to the greater of: (i) the Credit Support amount required from Seller under Article 6, or (ii) the amount, if positive, without duplication, calculated according to the following formula: (wx) the present value, discounted at a rate equal to the prime rate specified in the “Money & Investing” section of The Wall Street Journal determined as of the date of the notice of default, plus 300 basis points, for each month remaining in the Services Term, of (A) the amount, if if, any, by which the forward market price of Energy and Environmental Attributes, as determined by the average of the quotes of at least two nationally recognized energy consulting firms or brokers chosen by Buyer, for Replacement Energy and Replacement Environmental Attributes, exceeds the applicable Price that would have been paid pursuant to Exhibit DD of this Agreement, multiplied by (Bii) the amount of Guaranteed Qualified Clean EnergyEnergy as provided in Exhibit B; plus plus, (xy) any costs reasonably incurred or to be reasonably incurred by Buyer in connection with the Related Transmission Facilities for the Qualified Clean Energy not Delivered delivered as a result of such termination Termination in excess of such costs for Replacement Energy, plus (yz) any costs and losses reasonably incurred by Buyer as a result of the Event of Default and termination of the Agreement; minus (z) any Owner Termination Payment (as defined in the TSA) received by Buyer pursuant to Section 3.3.5(b) of the TSA. All such amounts shall be determined by Buyer in good faith and in a Commercially Reasonable Mannercommercially reasonable manner, and Buyer shall provide Seller with a reasonably detailed calculation of the Termination Payment due under this Section 9.3(b)(iii9.3(b)(i).