to accommodate such deliveries. Nominations by other non-defaulting Shippers

will have priority over nominations by defaulting Shippers.


 

(c) The Current Value (as defined below) of each terminated Service Agreement

shall be calculated as of the Early Termination Date, and a settlement payment

in an amount equal to the absolute value of the Current Value of each Service

Agreement shall be payable (i) by the Non-Defaulting Party to the Defaulting

Party if the Current Value is negative or (ii) by the Defaulting Party to the

Non-Defaulting Party if the Current Value is positive, as applicable.


 


 

(d) The Current Values of all terminated Service Agreements shall be set off

or aggregated, as appropriate, so that all such amounts are aggregated and/or

netted to a single liquidated amount (the "Termination Amount") payable by one

Party to the other. Freebird shall give Shipper notice (the "Termination

Amount Notice") of the Termination Amount, including a statement showing its

calculation, together with the following additional amounts, if any, but

without duplication (such Termination Amount, together with the following

additional amounts, the "Net Termination Amount"):


 

(i) Any Unpaid Amounts owing by one Party to the other Party; and

(ii) all reasonable out-of-pocket expenses including, without limitation,

legal fees incurred by the Non-Defaulting Party by reason of the enforcement

and protection of its rights under the terminated Service

Agreements.


 

(e) No further payments, deliveries, or services under the terminated Service

Agreements will thereafter be required, except with regard to obligations

accruing before the Early Termination Date if not already included in Net

Termination Amount, including, without limitation, a Shipper’s obligation to

return Gas loaned to it under a Service Agreement for ILS service if the

Service Agreement transaction period is over but the Shipper has not yet

returned the Gas to Freebird or Freebird’s obligation to return Gas parked in

the Storage Facility under a Service Agreement for IPS service if the Service

Agreement transaction period is over but Freebird has not yet returned the Gas

to Shipper.


 

(f) The Net Termination Amount shall be paid by the close of business on the

second (2d) Business Day following the Early Termination

Date.


 

23.7 Definitions.

"Bankruptcy" of a Party means that such Party, or any current Credit Support

Provider of such Party: (1) is dissolved (other than pursuant to a

consolidation, amalgamation or merger); (2) becomes insolvent or is unable to

pay its debts as they become due; (3) makes a general assignment or

arrangement for the benefit of its creditors; (4) institutes or has instituted

against it a proceeding seeking a judgment of insolvency or bankruptcy or any

other relief under any bankruptcy or insolvency law or similar law affecting

creditors’ rights, or a petition is presented for its winding-up or

liquidation, and such proceeding or petition either (I) results in a judgment

of insolvency or bankruptcy or the entry of an order for relief or the making

of an order for its winding-up or liquidation or (II) is not dismissed,

discharged, stayed or restrained in each case within 15 days of such

institution or presentation; (5) seeks or becomes subject to the appointment

of an administrator, conservator, receiver, trustee, custodian or other

similar official for it or for all or substantially all its assets; (6) causes

or is subject to any event with respect to it which, under the applicable laws

of any jurisdiction, has an analogous effect to any of the events specified in

clauses (1) to