Common use of Termination Charges Clause in Contracts

Termination Charges. (a) Upon early termination of any Scheduled Service or Scheduled Facility pursuant to Section 6.01(c), the Recipient shall reimburse the Provider the following amounts of all “kill” fees and other similar fees actually paid by such Provider or any of its Affiliates to unaffiliated third-parties that were engaged solely in order to provide such Scheduled Service or Scheduled Facility, which fees were incurred in connection with the early termination of the Scheduled Service or Scheduled Facility and to the extent such “kill” fees and similar fees would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term thereof: (i) during the Initial Scheduled Term – fifty percent (50%) of all such fees; and (ii) during the Extended Scheduled Term – one hundred percent (100%) of all such fees. In addition, upon early termination of any Scheduled Service or Scheduled Facility pursuant to Section 6.01(c), the Recipient shall reimburse the Provider for any costs that would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term or Extended Scheduled Term thereof, as the case may be. Each Provider shall use commercially reasonable efforts to minimize the existence and amount of such early termination charges, “kill” fees and other amounts otherwise due and payable under this Section 6.02. All termination charges, “kill” fees and other amounts due and payable under this Section 6.02 shall be due and payable to the Provider in accordance with Article III. (b) If all or a portion of the Scheduled Service Charge for a Scheduled Service or access to a Scheduled Facility is a Pass-Through Charge or includes a payment to an unaffiliated third-party, which payment can be reduced by the early reduction or early termination of the Scheduled Service or access to the Scheduled Service, then if a Recipient reduces or terminates such Scheduled Service or access to a Scheduled Facility pursuant to Section 6.01(c)(i) and the notice period for reduction or termination by the Provider or its Affiliate of such unaffiliated third party is greater than 30 days but less than 181 days, then (i) the Recipient shall provide a notice of termination pursuant to Section 6.01(c)(i) that is greater than such notice period for termination by Provider or (ii) the Recipient shall pay the difference in Pass-Through Charges or payments to the unaffiliated third-party attributable to the difference in notice that the Recipient provided to the Provider and the amount of notice that the Provider or its Affiliate would need to give to the third party so as to attain the reduction or cancelation. For example, if a vendor of a Pass-Through Service requires the Provider to provide 90 days’ prior notice to reduce or terminate a service that Recipient receives hereunder, then Recipient would either need to give 91 days’ advance notice to terminate such Service and bear no additional Pass-Through Charge for such Service upon termination or the Recipient could provide 30 days’ prior notice of termination and would pay 61 additional days of Pass-Through Charges after termination of the Service.

Termination Charges. (a) Upon early termination of any Scheduled Service or Scheduled Facility pursuant to Section 6.01(c), the Recipient shall reimburse the Provider the following amounts of all “kill” fees, breakage fees and other similar fees actually paid by such Provider or any of its Affiliates to unaffiliated third-parties that were engaged solely in order to provide such Scheduled Service or Scheduled FacilityService, which fees were incurred in connection with the early termination of the Scheduled Service or Scheduled Facility and to the extent such “kill” fees, breakage fees and similar fees would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term thereof: (i) during the Initial Scheduled Term – Term, fifty percent (50%) of all such fees; and (ii) during the Extended Scheduled Term – Term, one hundred percent (100%) of all such fees. In addition, upon early termination of any Scheduled Service or Scheduled Facility pursuant to Section 6.01(c), the Recipient shall reimburse the Provider for any costs that would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term or Extended Scheduled Term thereof, as the case may be. Each Provider shall use commercially reasonable efforts to minimize the existence and amount of such early termination charges, “kill” fees, breakage fees and other amounts otherwise due and payable under this Section 6.02. All termination charges, “kill” fees, breakage fees and other amounts due and payable under this Section 6.02 shall be due and payable to the Provider in accordance with Article III. (b) If all or a portion of the Scheduled Service Charge Agreed Price for a Scheduled Service or access to a Scheduled Facility is a Pass-Through Charge or includes a payment to an unaffiliated third-party, which charges or payment can be reduced by the early reduction or early termination of the Scheduled Service or access to the Scheduled Service, then (i) the Provider shall endeavor to provide the Recipient with written notice of any notice period for termination required by such unaffiliated third-party in order to attain a reduction in payment or cancellation (a “Notice of Third-Party Notice Period”) and (ii) if a Recipient reduces or terminates elects to terminate such Scheduled Service or access to a Scheduled Facility pursuant to Section 6.01(c)(i) and such Recipient has, reasonably in advance of such election, received a Notice of Third-Party Notice Period stating that the notice period for reduction or termination by the Provider or its Affiliate of such unaffiliated third party is greater than 30 days but less than 181 ninety (90) days, then (iA) the Recipient shall provide a notice of termination pursuant to Section 6.01(c)(i) that is greater than such notice period for termination by Provider set forth in the Notice of Third-Party Notice Period or (iiB) the Recipient shall pay the difference in Pass-Through Charges or payments to the unaffiliated third-party attributable to the difference in notice that the Recipient provided to the Provider and the amount of notice that set forth in the Provider or its Affiliate would need to give to the third party so as to attain the reduction or cancelationNotice of Third-Party Notice Period. For example, if a Recipient receives a Notice of Third-Party Notice Period stating that a vendor of a Pass-Through Scheduled Service requires the Provider to provide 90 180 days’ prior notice to reduce or terminate a service that Recipient receives hereunder, then Recipient would either need to give 91 181 days’ advance notice to terminate such Service and bear no additional Pass-Through Charge for such Service upon termination or the Recipient could provide 30 ninety (90) days’ prior notice of termination and would pay 61 ninety-one (91) additional days of Pass-Through Charges after termination of the Service.

Termination Charges. (aA) Upon early termination Customer may cancel a Service following SCC’s acceptance of any Scheduled the applicable Customer Order and prior to the Service Commencement Date, upon prior written notice to SCC (in a form reasonably requested by SCC). In the event that Customer does so, or Scheduled Facility in the event that the delivery of such Service is terminated by SCC as the result of an uncured default by Customer pursuant to Section 6.01(c4.2 of this Agreement, Customer shall pay SCC a cancellation charge equal to the sum of: (i) any third party cancellation/termination charges related to the installation and/or cancellation of Service; (ii) Charges incurred by SCC related to the installation of cancelled services up to the date of cancellation. Customer’s right to cancel any particular Service under this Section 3.7(A) shall automatically expire and shall no longer apply upon SCC’s delivery to Customer of a Connection Notification for such Service. (B) In addition to Customer’s right of cancellation under Section 3.7(A) above, Customer may terminate Service prior to the end of the Service Term upon ninety (90) days’ prior written notice to SCC (in a form reasonably requested by SCC). If Customer terminates Service after Customer’s receipt of the Connection Notification for a particular Service and prior to the end of the Service Term, or in the Recipient event that the delivery of Service is terminated by SCC as the result of an uncured default by Customer pursuant to Section 4.2 of this Agreement, Customer shall reimburse pay SCC a termination charge equal to the Provider sum of: (i) all unpaid amounts for Service provided through the following amounts date of all “kill” fees and other similar fees actually paid by such Provider or termination; (ii) any third party cancellation/termination charges related to the installation and/or termination of its Affiliates to unaffiliated thirdService; (iii) the non-parties recurring charges (including any non- recurring charges that were engaged solely in order to provide such Scheduled Service or Scheduled Facility, which fees were incurred in connection with waived by SCC at the early termination time of the Scheduled Customer Order) for the cancelled Service, if not already paid; and (iv) the percentage of the monthly recurring charges for the terminated Service or Scheduled Facility and to calculated from the extent such “kill” fees and similar fees effective date of termination as 100% of the remaining monthly recurring charges that would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term thereof: (i) during Service through the Initial Scheduled Term – fifty percent (50%) end of all such fees; and (ii) during the Extended Scheduled Term – one hundred percent (100%) of all such fees. In addition, upon early termination of any Scheduled Service or Scheduled Facility pursuant to Section 6.01(c), the Recipient shall reimburse the Provider for any costs that would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term or Extended Scheduled Term thereof, as the case may be. Each Provider shall use commercially reasonable efforts to minimize the existence and amount of such early termination charges, “kill” fees and other amounts otherwise due and payable under this Section 6.02. All termination charges, “kill” fees and other amounts due and payable under this Section 6.02 shall be due and payable to the Provider in accordance with Article IIITerm. (bC) If all The parties acknowledge that the cancellation or termination charges set forth in this Section 3.7 are a portion genuine estimate of the Scheduled Service Charge for actual damages that SCC will suffer and are not a Scheduled Service or access to a Scheduled Facility is a Pass-Through Charge or includes a payment to an unaffiliated third-party, which payment can be reduced by the early reduction or early termination of the Scheduled Service or access to the Scheduled Service, then if a Recipient reduces or terminates such Scheduled Service or access to a Scheduled Facility pursuant to Section 6.01(c)(i) and the notice period for reduction or termination by the Provider or its Affiliate of such unaffiliated third party is greater than 30 days but less than 181 days, then (i) the Recipient shall provide a notice of termination pursuant to Section 6.01(c)(i) that is greater than such notice period for termination by Provider or (ii) the Recipient shall pay the difference in Pass-Through Charges or payments to the unaffiliated third-party attributable to the difference in notice that the Recipient provided to the Provider and the amount of notice that the Provider or its Affiliate would need to give to the third party so as to attain the reduction or cancelation. For example, if a vendor of a Pass-Through Service requires the Provider to provide 90 days’ prior notice to reduce or terminate a service that Recipient receives hereunder, then Recipient would either need to give 91 days’ advance notice to terminate such Service and bear no additional Pass-Through Charge for such Service upon termination or the Recipient could provide 30 days’ prior notice of termination and would pay 61 additional days of Pass-Through Charges after termination of the Servicepenalty.

Termination Charges. (a) Upon Within 30 days after the Effective Date, Seller shall provide written notice to Purchaser, identifying the termination charges that would be directly attributable to Purchaser’s early termination of any Scheduled each Service set forth in Schedule 2.01, providing generally the applicable allocation to the Company for out-of-pocket, third party breakage fees, early termination fees or Scheduled Facility pursuant charges, minimum volume make-up charges, or other wind-down costs required to Section 6.01(c), the Recipient shall reimburse the Provider the following amounts of all “kill” fees and other similar fees actually be paid by such Provider or any Seller to the applicable third party as a result of its Affiliates to unaffiliated third-parties that were engaged solely in order to provide such Scheduled Service or Scheduled Facility, which fees were incurred in connection with the Seller’s early termination of the Scheduled Service or Scheduled Facility and to the extent its agreement with such “kill” fees and similar fees would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term thereof: (i) during the Initial Scheduled Term – fifty percent (50%) of all such fees; and (ii) during the Extended Scheduled Term – one hundred percent (100%) of all such feesthird party. In addition, upon early termination of any Scheduled Service or Scheduled Facility pursuant to Section 6.01(c), the Recipient shall reimburse the Provider for any costs that would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term or Extended Scheduled Term thereof, as the case may be. Each Provider shall use commercially reasonable efforts to minimize the existence and amount Following delivery of such early notice, Seller and Purchaser shall negotiate in good faith to resolve any disputes regarding such termination chargescharges and, “kill” fees in the event that Seller and other amounts otherwise due and payable under this Section 6.02. All termination charges, “kill” fees and other amounts due and payable under this Section 6.02 shall be due and payable Purchaser are unable to the Provider in accordance agree with Article III. (b) If all or a portion of the Scheduled Service Charge for a Scheduled Service or access respect to a Scheduled Facility is a Pass-Through Charge or includes a payment to an unaffiliated third-party, which payment can be reduced by the early reduction or early termination of the Scheduled Service or access to the Scheduled particular Service, then if a Recipient reduces or terminates such Scheduled Service or access to a Scheduled Facility pursuant to Section 6.01(c)(i) and the notice period for reduction or termination by the Provider or its Affiliate of such unaffiliated third party is greater than 30 days but less than 181 days, then (i) the Recipient shall provide a notice of termination pursuant to Section 6.01(c)(i) that is greater than such notice period for termination by Provider or (ii) the Recipient shall pay the difference in Pass-Through Charges or payments to the unaffiliated third-party attributable to the difference in notice Parties acknowledge that the Recipient provided to the Provider and the amount of notice that the Provider or its Affiliate would need to give to the third party so as to attain the reduction or cancelation. For example, if a vendor of a Pass-Through Service requires the Provider to provide 90 days’ prior notice to reduce or terminate a service that Recipient receives hereunder, then Recipient would either need to give 91 days’ advance notice to terminate such Service and bear no additional Pass-Through Charge termination charges for such Service upon termination or will not exceed the Recipient could provide 30 days’ prior notice of termination and would pay 61 additional days expected actual allocation of Pass-Through Charges after to the Company for the applicable third party agreement for the remainder of the then-current term of this Agreement. As soon as reasonably practicable following any notice of early termination of any Service pursuant to Section 6.01(b)(i)(A), Section 6.01(b)(ii), Section 6.02(b)(ii), or Section 6.01(b)(iii) (with respect to Section 6.01(b)(iii), only where Seller is terminating), Provider shall deliver notice to the Recipient of the terminated Service(s) specifying such out-of-pocket, third party breakage fees, early termination fees or charges, minimum volume make-up charges, or other wind-down costs that are (i) no more than the amount identified by Seller to Purchaser in accordance with the first sentence of this Section 6.03, (ii) directly attributable to Recipient’s early termination of such Service and (iii) actually paid or payable by the Seller or its Affiliates to third Persons in order to discontinue earlier than originally anticipated the provision of such Service.. Seller shall invoice Purchaser for termination charges in accordance with the foregoing. Seller shall, and shall cause each Provider 15

Termination Charges. No Termination Charges shall apply under this Agreement unless the applicable Transaction Document states that such Charges will apply. The Parties acknowledge and agree that: (a) Upon early any Termination Charges specified in a Transaction Document shall be the maximum amount Sears will be required to pay in the event of a termination for convenience of the Services under such Transaction Document (regardless of whether such Services are terminated at one time, or in a series of terminations (such as for partial terminations)); (b) Termination Charges shall decline over time and, (iii) Termination Charges shall unless otherwise specified in a Transaction Document, no longer apply upon the normal expiration of a Transaction Document or during any renewal period thereof. Furthermore, the inclusion of such Termination Charges in a Transaction Document shall not limit CSC’s obligation to mitigate any Termination Charges associated with the termination of such Transaction Document, nor obligate Sears to pay any Scheduled Service Termination Charges in excess of the actual Termination Charges. If Sears terminates for convenience all or Scheduled Facility a material portion of the Services under any Transaction Document that is subject to Termination Charges, CSC shall calculate and invoice Sears (pursuant to Section 6.01(c14.1 (Invoicing)), the Recipient shall reimburse the Provider the following amounts of all “kill” fees and other similar fees actually paid by such Provider or any of its Affiliates to unaffiliated third-parties that were engaged solely in order to provide such Scheduled Service or Scheduled Facility, which fees were incurred in connection with the early termination of the Scheduled Service or Scheduled Facility and to the extent such “kill” fees and similar fees would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term thereof: (i) during Termination Charges as specified in the Initial Scheduled Term – fifty percent (50%) of all such fees; and (ii) during the Extended Scheduled Term – one hundred percent (100%) of all such feesTransaction Document. In addition, upon early termination of any Scheduled Service or Scheduled Facility pursuant to Section 6.01(c), the Recipient shall reimburse the Provider for any costs that would not have been incurred had the Recipient continued to receive the applicable Scheduled Service or Scheduled Facility for the originally contemplated Scheduled Term or Extended Scheduled Term thereof, as the case may be. Each Provider shall use commercially reasonable efforts to minimize the existence and amount of such early termination charges, “kill” fees and other amounts otherwise due and payable under this Section 6.02. All termination charges, “kill” fees and other amounts due and payable under this Section 6.02 shall be due and payable to the Provider A change in accordance with Article III. (b) If all or a portion of the Scheduled Service Charge for a Scheduled Service or access to a Scheduled Facility is a Pass-Through Charge or includes a payment to an unaffiliated third-party, which payment can be reduced by the early reduction or early termination of the Scheduled Service or access to the Scheduled Service, then if a Recipient reduces or terminates such Scheduled Service or access to a Scheduled Facility pursuant to Section 6.01(c)(i) and the notice period for reduction or termination by the Provider or its Affiliate of such unaffiliated third party is greater than 30 days but less than 181 days, then (i) the Recipient shall provide a notice of termination pursuant to Section 6.01(c)(i) that is greater than such notice period for termination by Provider or (ii) the Recipient shall pay the difference in Pass-Through Charges or payments to the unaffiliated third-party attributable to the difference in notice that the Recipient provided to the Provider and the amount of notice Services that the Provider Eligible Recipients receive under this Agreement shall not be deemed a partial termination (for which Termination Charges would be payable) except as expressly provided otherwise in the applicable Transaction Document. Sears may, from time to time, request that CSC calculate the amount of Termination Charges Sears would be required to pay in the event Sears were to terminate, for convenience, in whole or in part, any Services. CSC shall provide to Sears a detailed estimate of such Charges (broken out by the categories set forth in the definition of Termination Charges), within 30 days after its Affiliate would need receipt of Sears’ request. If Sears elects to give to the third party so as to attain the reduction or cancelation. For exampleterminate, if a vendor of a Pass-Through Service requires the Provider to provide 90 days’ prior notice to reduce or terminate a service that Recipient receives hereunderfor convenience, any Services for which such an estimate has been requested, then Recipient would either need the Termination Charges applicable to give 91 days’ advance notice such termination shall not exceed the lower of: (x) the Termination Charges set forth in the applicable Transaction Document, minus any Termination Charges Sears is already obligated to terminate pay due to previous terminations under such Service Transaction Document, and bear no additional Pass-Through Charge for such Service upon termination or (y) the Recipient could provide 30 days’ prior notice of termination and would pay 61 additional days of Pass-Through Charges after termination of amount set forth in the ServiceCSC’s estimate pursuant to this Section 23.3 (Termination Charges).