Common use of Aggregate Buyer’s Exposure Clause in Contracts

Aggregate Buyer’s Exposure. (a) In order to determine the amount of Performance Assurance during the term of this Agreement, Buyer shall calculate the Aggregate Buyer’s Exposure once per Business Day. On a Transaction Date, for non-Spot Energy Transactions, the Buyer’s Exposure for that Transaction shall be deemed equal to zero, and to the extent that the calculations of the Aggregate Buyer’s Exposure for a given date result in a negative number, the Aggregate Buyer’s Exposure for such date shall also be deemed equal to zero. (b) Buyer shall contract with and pay for the services of a single independent consultant to provide pricing services (the “Pricing Agent”) with respect to the non-Spot Energy Transactions under this Agreement. The Pricing Agent shall provide to the Buyer the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇ and the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇. In addition, on each Business Day, the Pricing Agent shall provide to the Buyer the On-Peak Forward Price and the Off-Peak Forward Price. To the extent that information and/or quotes are not available to determine an On-Peak Forward Price or Off-Peak Forward Price for a given month the Pricing Agent shall be permitted to use information and/or quotes relevant to such month for which information/and quotes are available in order to provide the Buyer the required On- Peak Forward Price and Off-Peak Forward Price for such month. Exhibit E presents in more detail the methodology to be used by the Pricing Agent in determining the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Forward Price, and the Off-Peak Forward Price. Buyer shall use reasonable efforts to provide Seller with Aggregate Buyer’s Exposure on each Business Day subject to the confidentiality provisions of this Agreement. (c) Pursuant to Section 14.1 (Performance Assurance Requirement) above, Seller shall not dispute any request by Buyer for Performance Assurance. Notwithstanding such provision, Seller may dispute the Pricing Agent’s determinations of the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Forward Price and Off-Peak Forward Price if Seller can demonstrate that the Pricing Agent has been grossly negligent or has exhibited willful misconduct in such determinations, or that the Pricing Agent is making such determinations in a manner that is arbitrary, capricious or erroneous on its face, provided, however, that Seller shall remain obligated to post any Performance Assurance requested by ▇▇▇▇▇ during the pendency of any such dispute.

Aggregate Buyer’s Exposure. (a) In order to determine the amount of Performance Assurance during the term of this Agreement, Buyer shall calculate the Aggregate Buyer’s Exposure once per Business Day. On a Transaction Date, for non-Spot Energy Transactions, the Buyer’s Exposure for that Transaction shall be deemed equal to zero, and to the extent that the calculations of the Aggregate Buyer’s Exposure for a given date result in a negative number, the Aggregate Buyer’s Exposure for such date shall also be deemed equal to zero. (b) Buyer shall contract with and pay for the services of a single independent consultant to provide pricing services (the “Pricing Agent”) with respect to the non-Spot Energy Transactions under this Agreement. The Pricing Agent shall provide to the Buyer the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇ and the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇. In addition, on each Business Day, the Pricing Agent shall provide to the Buyer the On-Peak Forward Price and the Off-Peak Forward Price. To the extent that information and/or quotes are not available to determine an On-Peak Forward Price or Off-Peak Forward Price for a given month the Pricing Agent shall be permitted to use information and/or quotes relevant to such month for which information/and quotes are available in order to provide the Buyer the required On- On-Peak Forward Price and Off-Peak Forward Price for such month. Exhibit E presents in more detail the methodology to be used by the Pricing Agent in determining the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Forward Price, and the Off-Peak Forward Price. Buyer shall use reasonable efforts to provide Seller with Aggregate Buyer’s Exposure on each Business Day subject to the confidentiality provisions of this Agreement. (c) Pursuant to Section 14.1 (Performance Assurance Requirement) above, Seller shall not dispute any request by Buyer for Performance Assurance. Notwithstanding such provision, Seller may dispute the Pricing Agent’s determinations of the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Forward Price and Off-Peak Forward Price if Seller can demonstrate that the Pricing Agent has been grossly negligent or has exhibited willful misconduct in such determinations, or that the Pricing Agent is making such determinations in a manner that is arbitrary, capricious or erroneous on its face, provided, however, that Seller shall remain obligated to post any Performance Assurance requested by ▇▇▇▇▇ Buyer during the pendency of any such dispute.

Aggregate Buyer’s Exposure. (a) In order to determine the amount of Performance Assurance during the term of this Agreement, Buyer shall calculate the Aggregate Buyer’s Exposure under Aggregate Transactions once per Business Day. , pursuant to the process and methodology described in Exhibit E. On a Transaction Date, for non-Spot Energy Transactions, the Buyer’s Exposure for that Transaction shall be deemed equal to zero, and to . To the extent that the calculations of the Aggregate Buyer’s Exposure for a given date result in a negative number, the Aggregate Buyer’s Exposure for such date shall also be deemed equal to zero. (ba) Buyer shall contract provide Seller with and pay for the services of a single independent consultant to provide pricing services (the “Pricing Agent”) with respect to the non-Spot Energy Transactions under this Agreement. The Pricing Agent shall provide to the Buyer the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇ and the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇. In addition, on each Business Day, the Pricing Agent Buyer shall use reasonable efforts to provide to the Buyer Seller with the On-Peak Forward Price and the Off-Peak Forward Price. To the extent that information and/or quotes are not available to determine an On-Peak Forward Price or Off-Peak Forward Price for a given month the Pricing Agent Buyer shall be permitted to use information and/or quotes relevant to such month for which information/and quotes are available in order to provide the Buyer Seller the required On- On-Peak Forward Price and Off-Peak Forward Price for such month. Exhibit E presents in more detail the methodology to be used by the Pricing Agent Buyer in determining the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Forward Price, Price and the Off-Peak Forward Price. . (b) Buyer shall use reasonable efforts to provide Seller with the Aggregate Buyer’s Exposure on each Business Day Day, subject to the confidentiality Confidentiality provisions of this Agreement. (c) Pursuant to Section 14.1 (Requirement for Performance Assurance RequirementAssurance) above, Seller shall not dispute any request by Buyer for Performance Assurance. Notwithstanding such provision, Seller may dispute the Pricing Agent’s Buyer's determinations of the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Forward Price and Off-Peak Forward Price if Seller can demonstrate that the Pricing Agent Buyer has been grossly negligent or has exhibited willful misconduct in such determinations, or that the Pricing Agent Buyer is making such determinations in a manner that is arbitrary, capricious or erroneous on its face, provided, however, that . Such dispute of Buyer's determinations by Seller shall remain obligated to post not be cause for any delay by Seller in posting any Performance Assurance requested by ▇▇▇▇▇ during the pendency of any such disputeBuyer.

Aggregate Buyer’s Exposure. (a) In order to determine the amount of Performance Assurance during the term of this Agreement, Buyer shall calculate the Aggregate Buyer’s Exposure once per Business Day. On a Transaction Date, for non-Spot Energy Transactions, the Buyer’s Exposure for that Transaction shall be deemed equal to zero, and to the extent that the calculations of the Aggregate Buyer’s Exposure for a given date result in a negative number, the Aggregate Buyer’s Exposure for such date shall also be deemed equal to zero. (b) Buyer shall contract with and pay for the services of a single independent consultant to provide pricing services (the “Pricing Agent”) with respect to the non-Spot Energy Transactions under this Agreement. The Pricing Agent shall provide to the Buyer the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇ and the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇. In addition, on each Business Day, the Pricing Agent shall provide to the Buyer the On-Peak Forward Price and the Off-Peak Forward Price. To the extent that information and/or quotes are not available to determine an On-Peak Forward Price or Off-Peak Forward Price for a given month the Pricing Agent shall be permitted to use information and/or quotes relevant to such month for which information/and quotes are available in order to provide the Buyer the required On- Peak Forward Price and Off-Peak Forward Price for such month. Exhibit E presents in more detail the methodology to be used by the Pricing Agent in determining the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Forward Price, and the Off-Peak Forward Price. Buyer shall use reasonable efforts to provide Seller with Aggregate Buyer’s Exposure on each Business Day subject to the confidentiality provisions of this Agreement. (c) Pursuant to Section 14.1 (Performance Assurance Requirement) above, Seller shall not dispute any request by Buyer for Performance Assurance. Notwithstanding such provision, Seller may dispute the Pricing Agent’s determinations of the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Forward Price and Off-Peak Forward Price if Seller can demonstrate that the Pricing Agent has been grossly negligent or has exhibited willful misconduct in such determinations, or that the Pricing Agent is making such determinations in a manner that is arbitrary, capricious or erroneous on its face, provided, however, that Seller shall remain obligated to post any Performance Assurance requested by ▇▇▇▇▇ Buyer during the pendency of any such dispute.

Aggregate Buyer’s Exposure. (a) In order to determine the amount of Performance Assurance during the term of this Agreement, Buyer shall calculate the Aggregate Buyer’s Exposure once per Business Day. On a Transaction Date, for non-Spot Energy Transactions, the Buyer’s Exposure for that Transaction shall be deemed equal to zero, and to the extent that the calculations of the Aggregate Buyer’s Exposure for a given date result in a negative number, the Aggregate Buyer’s Exposure for such date shall also be deemed equal to zero. (b) Buyer shall contract with and pay for the services of a single independent consultant to provide pricing services (the “Pricing Agent”) with respect to the non-Spot Energy Transactions under this Agreement. The Pricing Agent shall provide to the Buyer the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇ and the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇. In addition, on each Business Day, the Pricing Agent shall provide to the Buyer the On-Peak Forward Price and the Off-Peak Forward Price. To the extent that information and/or quotes are not available to determine an On-Peak Forward Price or Off-Peak Forward Price for a given month the Pricing Agent shall be permitted to use information and/or quotes relevant to such month for which information/and quotes are available in order to provide the Buyer the required On- On-Peak Forward Price and Off-Peak Forward Price for such month. Exhibit E presents in more detail the methodology to be used by the Pricing Agent in determining the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Forward Price, and the Off-Peak Forward Price. Buyer shall use reasonable efforts to provide Seller with Aggregate Buyer’s Exposure on each Business Day subject to the confidentiality provisions of this Agreement. (c) Pursuant to Section 14.1 (Performance Assurance Requirement) above, Seller shall not dispute any request by Buyer for Performance Assurance. Notwithstanding such provision, Seller may dispute the Pricing Agent’s determinations of the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Forward Price and Off-Peak Forward Price if Seller can demonstrate that the Pricing Agent has been grossly negligent or has exhibited willful misconduct in such determinations, or that the Pricing Agent is making such determinations in a manner that is arbitrary, capricious or erroneous on its face, provided, however, that Seller shall remain obligated to post any Performance Assurance requested by ▇▇▇▇▇ during the pendency of any such dispute.

Aggregate Buyer’s Exposure. (a) In order to determine the amount of Performance Assurance during the term of this Agreement, Buyer shall calculate the Aggregate Buyer’s Exposure once per Business Day. On a Transaction Date, for non-Spot Energy Transactions, the Buyer’s Exposure for that Transaction shall be deemed equal to zero, and to To the extent that the calculations of the Aggregate Buyer’s Exposure for a given date result in a negative number, the Aggregate Buyer’s Exposure for such date shall also be deemed equal to zero. (b) Buyer shall contract with and pay for the services of a single independent consultant to provide pricing services (the “Pricing Agent”) with respect to the non-Spot Energy Transactions under this Agreement). The Pricing Agent shall provide to the Buyer the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇ and the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇. In addition, on each Business Day, the Pricing Agent shall provide to the Buyer the On-Peak Forward Price and the Off-Peak Forward Price. To the extent that information and/or quotes are not available to determine an On-Peak Forward Price or Off-Peak Forward Price for a given month the Pricing Agent shall be permitted to use information and/or quotes relevant to such month for which information/and quotes are available in order to provide the Buyer the required On- On-Peak Forward Price and Off-Peak Forward Price for such month. Exhibit E presents in more detail the methodology to be used by the Pricing Agent in determining the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Forward Price, and the Off-Peak Forward Price. Buyer shall use reasonable efforts to provide Seller with Aggregate Buyer’s Exposure on each Business Day subject to the confidentiality provisions of this Agreement. (c) Pursuant to Section 14.1 (Performance Assurance Requirement) above, Seller shall not dispute any request by Buyer for Performance Assurance. Notwithstanding such provision, Seller may dispute the Pricing Agent’s determinations of the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Forward Price and Off-Peak Forward Price if Seller can demonstrate that the Pricing Agent has been grossly negligent or has exhibited willful misconduct in such determinations, or that the Pricing Agent is making such determinations in a manner that is arbitrary, capricious or erroneous on its face, provided, however, that Seller shall remain obligated to post any Performance Assurance requested by ▇▇▇▇▇ during the pendency of any such dispute.

Aggregate Buyer’s Exposure. (a) In order to determine the amount of Performance Assurance during the term of this Agreement, Buyer shall calculate the Aggregate Buyer’s Exposure under Aggregate Transactions once per Business Day. , pursuant to the process and methodology described in Exhibit E. On a Transaction Date, for non-Spot Energy Transactions, the Buyer’s Exposure for that Transaction shall be deemed equal to zero, and to . To the extent that the calculations of the Aggregate Buyer’s Exposure for a given date result in a negative number, the Aggregate Buyer’s Exposure for such date shall also be deemed equal to zero. (b) . Buyer shall contract provide Seller with and pay for the services of a single independent consultant to provide pricing services (the “Pricing Agent”) with respect to the non-Spot Energy Transactions under this Agreement. The Pricing Agent shall provide to the Buyer the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇ and the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇. In addition, on each Business Day, the Pricing Agent Buyer shall use reasonable efforts to provide to the Buyer Seller with the On-Peak Forward Price and the Off-Peak Forward Price. To the extent that information and/or quotes are not available to determine an On-Peak Forward Price or Off-Peak Forward Price for a given month the Pricing Agent Buyer shall be permitted to use information and/or quotes relevant to such month for which information/and quotes are available in order to provide the Buyer Seller the required On- On-Peak Forward Price and Off-Peak Forward Price for such month. Exhibit E presents in more detail the methodology to be used by the Pricing Agent Buyer in determining the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Forward Price, Price and the Off-Peak Forward Price. Buyer shall use reasonable efforts to provide Seller with the Aggregate Buyer’s Exposure on each Business Day Day, subject to the confidentiality Confidentiality provisions of this Agreement. (c) Pursuant to Section 14.1 (Performance Assurance Requirement) above, Seller shall not dispute any request by Buyer for Performance Assurance. Notwithstanding such provision, Seller may dispute the Pricing Agent’s determinations of the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Forward Price and Off-Peak Forward Price if Seller can demonstrate that the Pricing Agent has been grossly negligent or has exhibited willful misconduct in such determinations, or that the Pricing Agent is making such determinations in a manner that is arbitrary, capricious or erroneous on its face, provided, however, that Seller shall remain obligated to post any Performance Assurance requested by ▇▇▇▇▇ during the pendency of any such dispute.

Aggregate Buyer’s Exposure. (a) In order to determine the amount of Performance Assurance during the term of this Agreement, Buyer shall calculate the Aggregate Buyer’s Exposure once per Business Day. On [ To]On a Transaction Date, for non-Spot Energy Transactions, the Buyer’s Exposure for that Transaction shall be deemed equal to zero, and to the extent that the calculations of the Aggregate Buyer’s Exposure for a given date result in a negative number, the Aggregate Buyer’s Exposure for such date shall also be deemed equal to zero. (b) Buyer shall contract with and pay for the services of a single independent consultant to provide pricing services (the “Pricing Agent”) with respect to the non-Spot Energy Transactions under this Agreement. The Pricing Agent shall provide to the Buyer the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇ and the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇. In addition, on each Business Day, the Pricing Agent shall provide to the Buyer the On-Peak Forward Price and the Off-Peak Forward Price. To the extent that information and/or quotes are not available to determine an On-Peak Forward Price or Off-Peak Forward Price for a given month the Pricing Agent shall be permitted to use information and/or quotes relevant to such month for which information/and quotes are available in order to provide the Buyer the required On- On-Peak Forward Price and Off-Peak Forward Price for such month. Exhibit E presents in more detail the methodology to be used by the Pricing Agent in determining the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Forward Price, and the Off-Peak Forward Price. Buyer shall use reasonable efforts to provide Seller with Aggregate Buyer’s Exposure on each Business Day subject to the confidentiality provisions of this Agreement. (c) Pursuant to Section 14.1 (Performance Assurance Requirement) above, Seller shall not dispute any request by Buyer for Performance Assurance. Notwithstanding such provision, Seller may dispute the Pricing Agent’s determinations of the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Forward Price and Off-Peak Forward Price if Seller can demonstrate that the Pricing Agent has been grossly negligent or has exhibited willful misconduct in such determinations, or that the Pricing Agent is making such determinations in a manner that is arbitrary, capricious or erroneous on its face, provided, however, that Seller shall remain obligated to post any Performance Assurance requested by ▇▇▇▇▇ Buyer during the pendency of any such dispute.

Aggregate Buyer’s Exposure. (a) In order to determine the amount of Performance Assurance during the term of this Agreement, Buyer shall calculate the Aggregate Buyer’s Exposure once per Business Day. On a Transaction Date, for non-Spot Energy Transactions, the Buyer’s Exposure for that Transaction shall be deemed equal to zero, and to To the extent that the calculations of the Aggregate Buyer’s Exposure for a given date result in a negative number, the Aggregate Buyer’s Exposure for such date shall also be deemed equal to zero. (b) Buyer shall contract with and pay for the services of a single independent consultant to provide pricing services (the “Pricing Agent”) with respect to the non-Spot Energy Transactions under this Agreement). The Pricing Agent shall provide to the Buyer the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇ and the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇. In addition, on each Business Day, the Pricing Agent shall provide to the Buyer the On-Peak Forward Price and the Off-Peak Forward Price. To the extent that information and/or quotes are not available to determine an On-Peak Forward Price or Off-Peak Forward Price for a given month the Pricing Agent shall be permitted to use information and/or quotes relevant to such month for which information/and quotes are available in order to provide the Buyer the required On- On-Peak Forward Price and Off-Peak Forward Price for such month. Exhibit E presents in more detail the methodology to be used by the Pricing Agent in determining the Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, the On-Peak Forward Price, and the Off-Peak Forward Price. Buyer shall use reasonable efforts to provide Seller with Aggregate Buyer’s Exposure on each Business Day subject to the confidentiality provisions of this Agreement. (c) Pursuant to Section 14.1 (Performance Assurance Requirement) above, Seller shall not dispute any request by Buyer for Performance Assurance. Notwithstanding such provision, Seller may dispute the Pricing Agent’s determinations of the On-Peak Initial ▇▇▇▇ ▇▇▇▇▇, Off-Peak Initial ▇▇▇▇ ▇▇▇▇▇, On-Peak Forward Price and Off-Peak Forward Price if Seller can demonstrate that the Pricing Agent has been grossly negligent or has exhibited willful misconduct in such determinations, or that the Pricing Agent is making such determinations in a manner that is arbitrary, capricious or erroneous on its face, provided, however, that Seller shall remain obligated to post any Performance Assurance requested by ▇▇▇▇▇ Buyer during the pendency of any such dispute.