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Claiming Party's fault negligence, or particular economic circumstances, including independent counsel regarding)this Agreement and this Agreement constitutes a
<br /> acts of God; landslides; lightning; fire; storms or storm warnings; flood; weather legal,valid,binding,and enforceable obligation of such Party.If an agent,broker,or
<br /> related events affecting an entire geographic region,such as low temperatures that consultant("ABC")is involved In any transaction hereunder, Customer agrees and
<br /> cause failure of transmission or distribution systems;terroriser,sabotage;breach by acknowledges that such ABC is an agent of Customer during such sales process and
<br /> the EDC; interruption and/or curtailment; earthquake; war; riot; or requirements, may receive a commission to be paid by AEP Energy from payments received from
<br /> actions, or failure to act on the part of governmental authorities, including actions Customer hereunder.
<br /> such as necessity for compliance with any court order, law, statute, ordinance, XV. TiTLE,RESPONSIBILITY,WARRANTY,AND LIMITATION OF LIABILITY
<br /> regulation,or policy having the effect of law promulgated by a governmental authority Title to and control and possession of the Retail Energy shall pass from AEP Energy
<br /> having jurisdiction.If the Force Majeure confines for a period in excess of thirty(30) to Customer at the Delivery Pant Each Party shall assume full responsibility for any
<br /> calendar days,the non-Claiming Party may terminate this Agreement by providing the dames or losses relating to the Retail Energy on its side of the relevant Delivery
<br /> other Party written notice of the early terrninatirxr, without such termination Point,except to the extent such claims and liabilities arise out of the other Pasty's
<br /> constituting an Event of De€autt negligence or breach of this Agreement. Customer acknowledges that AEP Energy
<br /> XI. CHANGE iN LAW (A)is not a producer of electric energy,including the Retail Energy; (B)directly or
<br /> In the event that any new, or any change in any existing,statute,rule, regulation, indirectly procures the Retail Energy from third-party producers or resellers;and(C)
<br /> order,or other law,or procedure,tariff,rate class,or other process,charge,or event does not own or operate transmission or distribution system through which the Retail
<br /> including any change in any formula rate calculation, or any change in any Energy is delivered to Customer and therefore agrees that AEP Energy shall not be
<br /> interpretation or application of any of the foregoing,promulgated by any governmental liable for any damages associated with any failure or delay of such transmission or
<br /> authority, EDC, independent System Operator, RTO, or other regulated service distribution systems.AEP Energy warrants title to all Retail Energy at the Delivery
<br /> provider("Change in Law"),alters to the detriment of AEP Energy its costs to perform Point delivered hereunder and sells such Retail Energy to Customer free from liens
<br /> or its economic returns under this Agreement(an'Increased Cost Change in Law'), and adverse claims.THIS IS AEP ENERGY'S ONLY WARRANTY CONCERNING
<br /> AEP Energy may pass through such cost or economic effect to Customer to eliminate THE RETAIL ENERGY PROVIDED HEREUNDER AND IS MADE EXPRESSLY IN
<br /> the impact of such Increased Cost Change in Law,and all other terms and conditions LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS,EXPRESSED OR
<br /> o€this Agreement shall remain in full force and effect IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FiTNESS FOR A
<br /> in the event that any Change in Law during the Term that was not known at the time PARTICULAR PURPOSE, MERCHANTABILITY, OR OTHERWISE. EXCEPT AS
<br /> of contract execution, materially alters to the benefit of AEP Energy its costs to PART OF ANY PAYMENT OF THE SETTLEMENT AMOUNT IN ACCORDANCE
<br /> perform or its economic returns under this Agreement(a"Decreased Cost Change in WITH THE TERMS HEREOF,NEITHER PARTY SHALL BE RESPONSIBLE UNDER
<br /> Law"), Customer may request that AEP Energy revise the pricing under this ANY CIRCUMSTANCES FOR ANY SPECIAL,INCIDENTAL,INDIRECT,PUNITIVE,
<br /> Agreement to incorporate the impact of such Decreased Cost Change in Law.Before EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR OTHER
<br /> any price revision set forth in this paragraph,Customer shall provide written notice to BUSINESS INTERRUPTION DAMAGES,BY STATUTE,IN TORT OR CONTRACT,
<br /> AEP Energy setting forth in commercially reasonable detail the Decreased Cost UNDER ANY INDEMNITY PROVISION OR OTHERWISE. NOTWITHSTANDING
<br /> Change in Law,the resulting price revisions,and the proposed date upon which such WHETHER THE RETAIL ENERGY SOLD HEREUNDER MEETS THE DEFINITION
<br /> revised pricing shall be effective.AEP Energy shall calculate whether the Decreased OF A'GOOV UNDER THE APPLICABLE UNIFORM COMMERCIAL CODE OF THE
<br /> Cost Change in Law results in the proposed reduction in the related Retail Energy GOVERNING LAW,THE PARTIES AGREE THAT ARTICLE 2 OF THE UNIFORM
<br /> pricing, arid, if AEP Energy so detemunes, using commercially reasonable COMMERCIAL CODE SHALL APPLY TO THE TERMS OF THIS TRANSACTION AS
<br /> methodologies,Customer shall pay the revised price described in such notice,and all IF THE RETAIL ENERGY SOLD HEREUNDER WERE A°GOOD."
<br /> other terms and conditions of this Agreement shall remain in full force and effect.In XVL NOTICES
<br /> the event a Decreased Cost Change in Law occurs with respect to any twist Any notice served hereunder from AEP Energy to Customer,shalt be in writing and
<br /> component of the related Retail Energy pricing that AEP Energy previously hedged, sent to any of Customer's billing or notice address or email address specified in
<br /> AEP Energy shall be permitted to mitigate any loss on such component when writing by Customer from time to time,the address of arty Service Location,or the
<br /> calculating the revised related Retail Energy pricing. address to which bills are sent to Customer. Any notice served hereunder from
<br /> Xlb. FORWARD CONTRACT Customer to AEP Energy shall be in writing and shall be delivered to AEP Energy,
<br /> The Parties agree that(A)this Agreement constitutes a'forward contract within the Inc.,Atim Legal Department,225 West Wacker Drive,Suite 600,Chicago,IL 60606 or
<br /> meaning of Section 101(25)of Title 11 of the United States Code(as amended,the such other address specified in writing by AEF Energy from time to time as the notice
<br /> "Bankruptcy Code°},and for all purposes under the Bankruptcy Code;(B)AEP Energy address. In the absence of proof of actual receipt, when required,notice shall be
<br /> constitutes a"forward contract merchant within the meaning of Section 101(26)of the deemed to have been received(A)if by email,on the close of the business day on
<br /> Bankruptcy Code and for all purposes under the Bankruptcy Coda;(C)AEP Energy is which it was transmitted,(B)if by courier,on the business day after the designated
<br /> acting as a`forward contract merchant"in connection with this Agreement;and(D)all delivery data,or(C)if by first class mail,on the third(3,9 business day after U.S.
<br /> payments made by Customer to AEP Energy hereunder shall constitute"settlement Postai Service postmark date or the date of deposit in the U.S,mail,as established by
<br /> payments"within the meaning of Section 101(51A)of the Bankruptcy Code and for business records or any other commercially reasonable evidence.
<br /> purposes of all forward contract provisions in the Bankruptcy Code. Customer shall be responsible for communicating to AEP Energy any changes to
<br /> XIII. CONFIDENTIALITY Customers billing, notice,or email address, ownership, business name,telephone
<br /> Both Parties agree to keep confidential the term and conditions of the Agreement number,contact person, or meter number(s)for each Service Location as soon as
<br /> and each proposed or consummated transaction hereunder,including price,product practicable but in any event no later than fifteen(15)calendar days atter any such
<br /> specifications, and quantity information, except for any required disclosure to any change takes ef€ect. Customgr affirms Tits agreement that AEP Energy and entitles
<br /> ccllino on AEP Enem es behalf may make calls to the number(s) Customer has
<br /> regulatory body, governmental entity, or agency having jurisdiction, any disclosure provided or will provide during the Term regarding Customer's accounts) including
<br /> reasonably necessary to enforce the terms of this Agreement,or any disclosure to about amts due.By providing AEP Energy Custorers email address,Customer
<br /> any accountant,attorney,or other professional acting on behalf of or representing the agrees to receive notices electronically,where permitted under applicable law.
<br /> receiving Party,any ABC(as hereinafter defined),or any affiliated or third party agent, XVIL GOVERNING LAW AND VENUE
<br /> advisor,or contractor implementing this Agreement or the purposes hereof.
<br /> XIV, REPRESENTATIONS AND WARRANTIES This Agreement, with respect to any Service Location,shall be governed by, and
<br /> construed arid enforced in accordance Aft,the laws of the State of Illinois,without
<br /> As a mated at inducement to entering into this Agreement,each Party,with respect to regard to its choice of law provisions.The Parties consent and irrevocably submit to
<br /> Itself,hereby represents and warrants to the other Party as of the date hereof and the the jurisdiction of, and venue in, the Circuit Court of Macon County, Illinois.The
<br /> date of any Attachment as follows: (A)it is duty organized, validly existing,and in Parties agree not to raise,and waive,any objections or defenses based upon venue
<br /> good standing under the laws of the jurisdiction of its formation and is qualified to or forum non conveniens.
<br /> conduct its business in those jurisdictions necessary to perform this Agreement(B) XVIII. SEVERABILITY AND WAIVER
<br /> its execution and delivery of this Agreement have been duly authorized by all
<br /> necessary actions and/or approvals and will not violate or conflict with any of its if any provision in this Agreement is determined or rendered void, unlawful, or
<br /> governing documents,any contract to which it is a Party.or applicable law;and(C)it otherwise unenforceable for any reason whatsoever, (A) the remaining provisions
<br /> has read and fully understands (and as it deems appropriate, has obtained shall remain in force and shall not otherwise be affected,and(B)such provision or
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