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Services Fee specified in the REP Services Agreement (that result the "Gexa Early Termination Damages"). If the <br />Gexa Early Termination Damages are charged due to an Event of Default by Gexa, then the Gexa Early Termination <br />Damages will also include Customer's reasonable costs relating to the determination and collection of Gexa Early <br />Termination Damages, including attorney and consultant fees incurred. Gexa agrees the Gexa Early Termination <br />Damages are a reasonable estimate of the damages due Customer for failure to deliver electric supply, and are not <br />punitive in nature. <br />5.5 Wholesale Transaction Termination Payment. If the Wholesale Transactions are terminated then Gexa <br />shall calculate the portion of the termination payment paid under each Wholesale Transaction attributable to <br />Customer's load. The termination payment under each Wholesale Transaction shall be calculated by subtracting the <br />Wholesale Supplier's actual cost for the portion of the Wholesale Transaction still outstanding for the remainder of the <br />Term from the current market value of comparable electric energy futures contracts. Energy Manager, in its sole <br />discretion, shall determine the current market value of a comparable electricity futures contract within three (3) <br />business days of the termination of a Wholesale Transaction, and shall be either (i) the value of the Wholesale <br />Transaction actually sold to a third -party market participant or (ii) a third -party market quote for a comparable electricity <br />energy future contracts. Energy Manager shall sum Customer's prorata share of each termination payment for each <br />Wholesale Transaction attributable to Customer's Load to determine a total Wholesale Transaction Termination <br />Payment under this Agreement (the "Wholesale Transaction Termination Payment"). Customer or Gexa shall pay <br />the Wholesale Transaction Termination Payment to the other, as appropriate, in the manner described below and <br />without regard to who is a defaulting party. If the Wholesale Transaction Termination Payment is negative, Customer <br />shall pay Gexa the Wholesale Transaction Termination Payment. If the Wholesale Transaction Termination Payment is <br />positive, Gexa shall pay Customer the Wholesale Transaction Termination Payment. To the extent a termination <br />payment due from Gexa to the Energy Manager is adjusted in Gexa's account to reflect the full benefit of TCAP <br />transacting with a replacement REP, Gexa shall make corresponding adjustments to the Wholesale Transaction <br />Termination Payment on a pro -rata basis. Gexa shall remit a Wholesale Transaction Termination Payment due <br />Customer, within 30 days of Gexa receiving the payment from the Energy Manager. Customer shall remit a Wholesale <br />Transaction Termination Payment due Gexa within 30 days of Gexa's invoice. Gexa shall use commercially <br />reasonable efforts to collect Termination Payments from the Energy Manager that include amounts due Customer. <br />SECTION 6: NOTICES AND PAYMENT <br />6.1 General Notice. Except as otherwise required by Applicable Law, all notices are deemed duly delivered if <br />hand delivered or sent by United States, prepaid first class mail, facsimile, or by overnight delivery service. Notice by <br />facsimile or hand delivery is effective on the day actually received, notice by overnight United States mail or courier is <br />effective on the next business day after it is sent, and notice by U.S. Mail is effective on the second day after it is sent. <br />The Parties shall send notices to the addresses below or any other address one Party provides to the other in writing: <br />a. If to Customer (type customer address below): <br />City of Paris <br />P.O. Box 9037 <br />Paris, TX 75461 <br />b. If to Gexa: <br />Gexa Energy, LP <br />20455 State Highway 249, Suite 200 <br />Houston, Texas 77070 <br />6.2 Payments. The Parties shall send payments to the addresses below or any other address one Party provides <br />to the other in writing: <br />a. If to Customer (type customer address below): <br />City of Paris <br />P.O. Box 9037 <br />Paris, TX 75461 <br />5 ELGCTXTCAPCESAEXTEND040920 <br />