EX-10.1



 Exhibit 10.1 

Execution Version 

TRANSITION SERVICES AGREEMENT 

by and between 
 TOPAZ
POWER MANAGEMENT, LP 
 and 

PPL ENERGY SUPPLY, LLC 

dated as of 

May 4, 2015 







 TABLE OF CONTENTS 

ARTICLE I 
 DEFINITIONS AND
CONSTRUCTION 
  

							
	1.1		 Definitions
		 	1	  
	1.2		 Rules of Construction
		 	4	  
	
	 ARTICLE II

SERVICES
  
	   
   



	2.1		 Scope of Business Administration Services
		 	4	  
	2.2		 Performance of Business Administration Services
		 	4	  
	2.3		 Access
		 	5	  
	2.4		 Delegation of Authority
		 	5	  
	2.5		 Status of Provider as a Contractor
		 	5	  
	2.6		 Limitation on Business Administration Services
		 	5	  
	2.7		 Force Majeure
		 	6	  
	
	 ARTICLE III

TERM
  
	   
   



	3.1		 Term
		 	6	  
	3.2		 Extension of Business Administration Services
		 	7	  
	3.3		 Early Termination of Business Administration Services
		 	7	  
	3.4		 Effect of Expiration or Termination
		 	8	  
	
	 ARTICLE IV

FEES; INVOICES
  
	   
   



	4.1		Fees		 	9	  
	4.2		 Prepaid Amount
		 	10	  
	4.3		 Taxes
		 	10	  
	4.4		 Invoices
		 	10	  
	4.5		 Audit Rights
		 	11	  
	4.6		 Disputes
		 	11	  
	
	 ARTICLE V

PERSONNEL
  
	   
   



	5.1		 Removal for Cause
		 	12	  
	5.2		 Restrictions on Hiring
		 	12	  


  
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	5.3		 Employee Costs
		 	12	  
	5.4		 Offers of Employment by Recipient
		 	13	  
	5.5		 Onsite Integration
		 	13	  
	 5.6    
		 Updates to Exhibit C
		 	13	  

 ARTICLE VI 

REPRESENTATIONS AND WARRANTIES 
  

							
	6.1		 Representations and Warranties of Provider
		 	14	  
	 6.2    
		 Representations and Warranties of Recipient
		 	14	  

 ARTICLE VII 

INDEMNIFICATION, LIMITATION OF LIABILITY AND REMEDIES 
  

							
	7.1		 Disclaimer of Warranty
		 	14	  
	 7.2    
		 Indemnification by Provider
		 	15	  
	7.3		 Indemnification by Recipient
		 	15	  
	7.4		 Limitation of Liability
		 	15	  
	7.5		 Exclusive Remedies
		 	15	  
	7.6		 Expiration of Claims
		 	15	  
	7.7		 No Consequential Damages
		 	15	  

 ARTICLE VIII 

MISCELLANEOUS 
  

							
	8.1		 Notices
		 	16	  
	 8.2    
		 Confidentiality
		 	17	  
	8.3		 Books and Records
		 	18	  
	8.4		 Entire Agreement
		 	18	  
	8.5		 Expenses
		 	18	  
	8.6		 Waiver
		 	18	  
	8.7		 Amendment
		 	18	  
	8.8		 No Third Party Beneficiary
		 	18	  
	8.9		 Assignment; Binding Effect
		 	18	  
	8.10		 Invalid Provisions
		 	18	  
	8.11		 Counterparts; Facsimile
		 	19	  
	8.12		 Governing Law; Venue; and Jurisdiction
		 	19	  


  
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 Exhibits 
  

			
		
	Exhibit A		Business Administration Services
		
	Exhibit B		Delegation of Authority
		
	Exhibit C		Specified Persons Providing Business Administration Services
		
	Exhibit D		Employee Costs and Retention Payment


  
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 TRANSITION SERVICES AGREEMENT 

This Transition Services Agreement (“Agreement”), dated as of May 4, 2015 and (except with respect to
the Specified Provisions) effective as of the Closing (the “Effective Date”), is entered into by and between Topaz Power Management, LP, a Texas limited partnership (“Provider”) and PPL Energy Supply,
LLC, a Delaware limited liability company (“Recipient”).  
 RECITALS 

WHEREAS, subject to the terms and conditions of the Transaction Agreement, as part of the Closing Transactions on the Effective Date,
Raven Power Holdings LLC, Sapphire Power Holdings LLC and C/R Energy Jade, LLC will collectively contribute 100% of the equity interests in RJS Generation Holdings LLC, a Delaware limited liability company (“RJS
HoldCo”), to Talen Energy Corporation (“Talen”), a Delaware corporation; 

WHEREAS, as of the Effective Date, immediately prior to giving effect to the Closing Transactions under the Transaction Agreement, RJS
HoldCo will have owned, directly or indirectly, 100% of the equity interests of the Transferred Companies; and 
 WHEREAS, as
contemplated by Section 8.15 of the Transaction Agreement, Provider is willing to provide certain transition services on an interim basis to the Transferred Companies on the terms and subject to the conditions set forth herein. 

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 

ARTICLE I 

DEFINITIONS AND CONSTRUCTION 

1.1 Definitions. The following terms shall have the meanings ascribed to them in this Section 1.1. All capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Transaction Agreement. 

“Active Management or Operation” shall mean, with respect to any facilities owned by any Person other
than the Transferred Companies, the active and ongoing management and/or operation (including the provision of Business Administration Services) of any such facility or its direct or indirect owner(s) by Provider following (a) the commencement
of the provision of management or operation services under an agreement with an unaffiliated third party or (b) the closing of the purchase by an Affiliate of Provider of any facility or any entity that directly or indirectly owns any facility.
 
 “Affected Specified Person” shall have the meaning set forth in Section 3.3(a). 

“Agreement” shall have the meaning set forth in the preamble. 

“Alternate Strategy” shall have the meaning set forth in Section 3.3(b). 







 “Applicable Standard of Care” shall have the meaning set forth in
Section 2.2. 
 “Audit Notice” shall have the meaning set forth in Section 4.5. 

“Benefits” shall have the meaning set forth on Exhibit D. 

“Bonus” shall have the meaning set forth on Exhibit D. 

“Business Administration Services” shall have the meaning set forth in Section 2.1. 

“Business Development Activities” shall mean any activity related to research and analysis of any
facility other than a facility owned, directly or indirectly, by a Transferred Company, including identification of potential targets, pre-bid/offer research and analysis, bid/offer preparation support, due diligence and pre-Closing integration.
 
 “Cause” shall have the meaning set forth in Section 5.1. 

“Confidential Information” shall have the meaning set forth in Section 8.2(a). 

“Default Rate” shall mean ten percent (10%) per annum. 

“Disclosing Party” shall have the meaning set forth in Section 8.2. 

“Effective Date” shall have the meaning set forth in the preamble. 

“Employee Costs” shall have the meaning set forth in Section 4.1(a)(i). 

“Fees” shall have the meaning set forth in Section 4.1(a). 

“Force Majeure Event” shall have the meaning set forth in Section 2.7. 

“Guidelines” shall have the meaning set forth in Section 2.4. 

“Key Employees” shall mean any Specified Person from time to time listed on Schedule 1 hereto, as
the same may be amended in accordance with the terms of this Agreement. 
 “Losses”
shall mean Liabilities, damages, penalties, judgments, awards, assessments, fines, penalties, obligations, deficiencies, amounts paid in settlement, Taxes, losses, costs and expenses (including reasonable attorneys’ fees and expenses) in any
case, whether arising under strict liability or otherwise. For all purposes in this Agreement, the terms “Loss” and “Losses” shall not include any Non-Reimbursable Damages. 

“Non-Reimbursable Damages” shall have the meaning set forth in Section 7.7. 

  
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 “Overhead Costs” shall mean all documented costs and
expenses for overhead of Provider, including office rent, vehicle leases, information technology services, software and software licenses, office communications, insurance, subscriptions and publications, professional dues and training, contractors
and consultants (to the extent engaged by Provider (x) in connection with the provision of the Business Administration Services pending determination of an Alternate Strategy following delivery of a Specified Person Notice in accordance with
Section 3.3 or (y) in accordance with an agreed-upon Alternate Strategy), outside legal services retained or engaged by Provider to support the administration of Provider in connection with the provision of the Business Administration
Services, office equipment, materials and supplies, business permits and other miscellaneous items, in each case consistent with past practice or as expressly contemplated by this Agreement. 

“Parties” means Provider and Recipient. 

“Permitted Purpose” shall have the meaning set forth in Section 8.2(a). 

“Prepaid Fee” shall have the meaning set forth in Section 4.2. 

“Provider” shall have the meaning set forth in the preamble. 

“Receiving Party” shall have the meaning set forth in Section 8.2(a). 

“Recipient” shall have the meaning set forth in the preamble. 

“Retention Payments” shall have the meaning set forth on Exhibit D. 

“Separation Agreement” shall mean that certain Separation Agreement, dated June 9, 2014, by and
between PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Raven Power Holdings LLC, C/R Energy Jade, LLC and Sapphire Power Holdings LLC. 

“Specified Person” means each employee of Provider from time to time identified on Exhibit C hereto. 

“Specified Person Notice” shall have the meaning set forth in Section 3.3(a). 

“Specified Provisions” means, collectively, Sections 3.1, 3.3, 3.4 (last sentence only),
5.4, 5.6, Article VIII (other than Section 8.3), the relevant definitions relating to the foregoing set forth in this Section 1.1, and Section 1.2  

“Supervising Representative” shall have the meaning set forth in Section 5.5. 

“Support Employee” shall mean any Specified Person who provides support services to Provider or its
Affiliates (thereby allowing Recipient to provide the Business Administration Services hereunder) and identified on Schedule 2 hereto, as the same may be amended in accordance with the terms of this Agreement. 

  
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 “Talen” shall have the meaning set forth in the Recitals. 

“Term” shall have the meaning set forth in Section 3.1. 

“Transaction Agreement” shall mean that certain Transaction Agreement, dated June 9, 2014, by and
between PPL Corporation, Talen Energy Holdings, Inc., Talen Energy Corporation, PPL Energy Supply, LLC, Talen Energy Merger Sub, Inc., C/R Energy Jade, LLC, Sapphire Power Holdings LLC and Raven Power Holdings LLC. 

“Transferred Companies” shall mean, collectively, the RJS Subsidiaries that become Subsidiaries of Talen
as of the Closing; provided that any Transferred Company for which all of the direct or indirect equity interests are sold by Talen to an unaffiliated third party after the Effective Date shall cease to be a Transferred Company as of the time
of such sale. 
 “Transition Services Period” shall mean, with respect to any Specified
Person, the period set forth next to such Specified Person’s name under the heading “Transition Services Period” on Exhibit C, as amended from time to time pursuant to this Agreement. 

“Willful Misconduct” shall mean a dereliction of duty or unlawful behavior committed voluntarily and intentionally.

 1.2 Rules of Construction. The rules of construction set forth in Section 11.11 of the Transaction Agreement
are incorporated herein. 
 ARTICLE II 

SERVICES 
 2.1 Scope
of Business Administration Services. Provider will furnish to the Transferred Companies the services described in Exhibit A (the “Business Administration Services”) for the applicable term set forth next to
such Business Administration Service on Exhibit A, in each case as Exhibit A may be modified from time to time in accordance with the terms of this Agreement, including without limitation Section 3.3 below, and in
accordance with the Applicable Standard of Care, unless this Agreement is earlier terminated in accordance with its terms. Notwithstanding anything herein to the contrary, neither Provider nor any of its Affiliates shall be required to provide any
services to any Transferred Company other than the Business Administration Services. For the avoidance of doubt, Provider will not be required to furnish any Business Administration Services to any entity following the time that such entity ceases
to be a Transferred Company; provided, however, that Provider will use commercially reasonable efforts to furnish Business Administration Services to Recipient with respect to any such entity for a reasonable period of time following the date
that it ceases to be a Transferred Company, but solely to the extent such Business Administration Services relate to periods or activities prior to such entity ceasing to be a Transferred Company. 

2.2 Performance of Business Administration Services. Subject to the other terms of this Agreement, Provider covenants and agrees
that it shall, and shall cause the Specified Persons then employed or engaged by Provider to, perform the Business Administration Services in a manner (including quality) in all material respects substantially consistent with, and in no event more
extensive in type and scope than, the provision of similar or comparable services provided 

  
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by Provider to the Transferred Companies immediately prior to the date of the Transaction Agreement, taking into account any reduction in staffing levels at Provider during the Term in accordance
with or as contemplated by this Agreement (such standard of service, the “Applicable Standard of Care”). 

2.3 Access. Recipient agrees to, and to cause the Transferred Companies and their respective Affiliates to, (a) cooperate
with Provider, its Affiliates and their respective Representatives to facilitate the provision of the Business Administration Services and (b) provide Provider, its Affiliates and their respective Representatives in a timely manner with access
to the facilities, personnel, assets, systems, technologies and information, including data and technical information, of Recipient, the Transferred Companies and their respective Affiliates to the extent required or reasonably requested by Provider
for the provision of the Business Administration Services. To the extent any delay or failure of Recipient to comply with this Section 2.3 impairs or limits the ability of Provider to provide any of the Business Administration Services
in a commercially reasonable manner, Provider’s obligation to provide such Business Administration Services shall be delayed until Recipient permits such access. 

2.4 Delegation of Authority. During the Term and in connection with the Business Administration Services, Provider is hereby
authorized by Recipient to act for and on behalf of the Transferred Companies, in accordance with and subject to the delegation of authority guidelines set forth on Exhibit B (the “Guidelines”). To the extent Provider
is unable to provide any of the Business Administration Services in a commercially reasonable manner due to a failure of Recipient to approve any action as contemplated by the Guidelines, Provider’s obligation to provide such Business
Administration Services shall be delayed until Recipient provides such approval. Such Guidelines may be amended, supplemented, modified or revoked by Recipient at any time during the Term; provided, however, that any such amendment,
supplement, modification or revocation that could reasonably be expected to materially impede, hinder or restrict Provider’s ability to provide the Business Administration Services in a commercially reasonable manner, other than any such
amendments, supplements, modifications or revocations as are required by applicable Law or to comply with safety policies of Recipient, shall require the prior written consent of Provider, which consent shall not be unreasonably withheld,
conditioned or delayed. Recipient will provide Provider with prior written notice, in accordance with Section 8.1, of any proposed amendment, supplement, modification or revocation of the Guidelines, which shall become effective (and
Exhibit B deemed automatically amended) upon the date that is five (5) Business Days following the date that such written notice is deemed delivered pursuant to Section 8.1, unless, in circumstance where Provider’s
consent is required pursuant to this Section 2.4, Provider notifies Recipient in writing that it is not consenting. 

2.5 Status of Provider as a Contractor. Provider and Recipient expressly acknowledge that Provider, its Affiliates and their
respective Representatives are “independent contractors,” and nothing in this Agreement is intended and nothing shall be construed to create an employer/employee, partnership, association, joint venture, agency, trust or other similar
relationship between Provider, any Affiliate thereof or any of their respective Representatives, on the one hand, and Recipient, any Transferred Company or any of their respective Affiliates or Representatives, on the other hand. 

  
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 2.6 Limitation on Business Administration Services.  

(a) Unless otherwise agreed in writing by the Parties, the Business Administration Services will only be used by Recipient in connection with
the internal business operations of the Transferred Companies. 
 (b) It is understood and agreed that Provider is not guaranteeing or
undertaking to procure any financial or other outcome with respect to the Transferred Companies, Recipient or any of their respective facilities or Assets. Provider shall not be responsible for the form, character, condition, genuineness,
sufficiency, value or validity of any of the property of Recipient, the Transferred Companies or any other Affiliate of Recipient, and Provider shall in no event have, assume or be responsible for any Liability, duty or obligation to Recipient, any
Transferred Company or any other Affiliate of Recipient other than as expressly provided for in this Agreement. 
 (c) Provider shall have
the authority and responsibility to elect the means, manner and method of performing the Business Administration Services, subject to the terms of this Agreement, including the Applicable Standard of Care. In providing the Business Administration
Services, Provider is not obligated to (i) maintain the employment of any Specified Person or any other Person, (ii) except to the extent mutually agreed in connection with an Alternate Strategy, to hire any additional employees or
independent contractors (iii) purchase, lease or license any additional equipment, materials or software or (iv) enter into any new Contract or extend or modify any existing Contract. 

2.7 Force Majeure. Neither Provider nor any of its Affiliates or Representatives shall be liable for any default or delay in the
performance of Provider’s obligations hereunder if such default or delay is caused by any cause beyond the reasonable control of Provider, including fire, flood, earthquake, elements of nature or acts of God, power or equipment failure, acts of
war, terrorism, riots, civil disorders, strikes, lockouts or labor difficulties (other than departures or leaves of absence addressed in Section 3.3(a)) or any compliance with applicable Laws (each, a “Force Majeure
Event”). Upon the occurrence of a Force Majeure Event, Provider will be excused from any further performance of any obligation so affected for so long as such circumstances prevail and a reasonable period of time thereafter. The
Provider shall give the Recipient prompt notice of any Force Majeure Event and shall use commercially reasonable efforts to remove or otherwise address the impediment to action and to resume performance of Provider’s affected obligations
hereunder as soon as practicable. The amount of Fees for which Recipient is responsible shall not be reduced in any respect to reflect any diminution in Business Administration Services provided to Recipient resulting from such Force Majeure Event.

 ARTICLE III 

TERM 
 3.1
Term. This Agreement (other than the Specified Provisions) shall commence on the Effective Date and shall terminate on the date that Provider is no longer obligated to provide any of the Business Administration Services pursuant to
Exhibit A (as amended pursuant to Section 3.2) unless this Agreement is terminated earlier upon the occurrence of the following (the “Term”): 

  
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 (a) by mutual agreement of Provider and Recipient; 

(b) by Provider or Recipient, by notice to the other Party, if the other Party makes a general assignment for the benefit of creditors, or
files a voluntary petition in bankruptcy or for reorganization or rearrangement under the bankruptcy laws, or if a petition in bankruptcy is filed against such other Party and is not dismissed within 30 days after the filing, or if a receiver or
trustee is appointed for all or any Party of the property or assets of such other Party; 
 (c) by Provider, if Recipient fails to pay any
amount, not subject to dispute in accordance with Section 4.6, when due hereunder and such amount remains unpaid five (5) days after delivery of notice of such default; or 

(d) automatically, if the Transaction Agreement and/or the Separation Agreement is terminated and the Closing shall not have occurred. 

3.2 Extension of Business Administration Services. No later than sixty (60) days prior to the expiration date of a Business
Administration Service as set forth on Exhibit A (as amended pursuant to this Section 3.2), Recipient may request in writing that such Business Administration Service be extended for a thirty (30)-day period on the same terms and
conditions set forth herein (including terms and conditions with respect to pricing); provided, however that (x) any such extension shall be subject to Provider’s written consent, which consent shall not be unreasonably withheld,
conditioned or delayed and (y) no such extension shall be permitted to the extent it creates an obligation for Provider to furnish Business Administration Services after January 31, 2016; provided, further that if Provider does not
respond to Recipient’s request within five (5) Business Days of the delivery of such request, Provider shall be deemed to have consented to such extension. Exhibit A and Exhibit C shall each be deemed to be automatically
amended, without any further action on the part of either Party, to reflect the extension of any Business Administration Service in accordance with this Section 3.2.  

3.3 Early Termination of Business Administration Services.  

(a) Provider shall promptly (but in no event more than three (3) Business Days thereafter) notify Recipient in accordance with
Section 8.1 (each such notice, a “Specified Person Notice”) in the event that a Key Employee receives notice that any Specified Person (such affected Specified Person, an “Affected Specified
Person”) (i) has left (or intends to leave) the employment of, or has ceased to provide (or intends to cease to provide) services to, Provider or (ii) has given notice of, or has begun, a leave of absence (other than leaves
for scheduled vacation and short-term leave) or entered any other status as a result of which he or she is not actually providing or will not provide Business Administration Services as contemplated by this Agreement. Each Specified Person Notice
shall describe the anticipated duration, if known, of such departure or leave of absence and the anticipated impact on Provider’s ability to continue to provide any of the Business Administration Services then being provided or contemplated
thereafter to be provided in accordance with Exhibit A (as amended from time to time in accordance with this Agreement). For the avoidance of doubt, notwithstanding anything to the contrary in Section 2.7, none of the events
giving rise to a Specified Person Notice pursuant to this Section 3.3(a) shall constitute a Force Majeure Event. 

  
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 (b) To the extent that such Specified Person Notice describes an expected adverse impact on
Provider’s ability to provide any of the Business Administration Services, either Provider or Recipient may request (by written notice in accordance with Section 8.1 within five (5) Business Days of the date of the Specified
Person Notice) that the Parties work together in good faith to develop a mutually agreed-upon strategy for Provider to continue to provide the impacted Business Administration Services (an “Alternate Strategy”). It is
understood and acknowledged by the Parties that Provider may need to hire additional employees or independent contractors to provide all or a portion of the Business Administration Services in the event that any Specified Person becomes an Affected
Specified Person. Recipient hereby agrees to promptly execute and deliver any amendment to this Agreement reasonably requested by Provider to reflect the Alternate Strategy. 

(c) If (i) Provider and Recipient are unable to agree, acting reasonably, on an Alternate Strategy within ten (10) Business Days of
the date of a notice delivered by Provider or Recipient, as applicable, pursuant to Section 3.3(b) or (ii) neither Provider nor Recipient requests that the Parties agree upon an Alternate Strategy in accordance with
Section 3.3(b), then either Party may terminate the portion of the Business Administration Services previously performed by the Affected Specified Person; provided, however, that in no event shall Recipient have the right to
terminate any portion of the Business Administration Services provided by a Key Employee or a Support Employee. 
 (d) Exhibit A and
Exhibit C will be deemed to be automatically amended to reflect any agreed upon Alternate Strategy or the termination of Business Administration Services previously provided by an Affected Specified Person, in each case in accordance with
this Section 3.3. 
 (e) Except as expressly provided in this Agreement, the departure of any employee or contractor and
subsequent termination, in accordance with this Section 3.3, of the portion of the Business Administration Service performed by such employee or contractor shall not affect Provider’s obligation to provide, or Recipient’s
obligation to pay for, the remaining portion of the Business Administration Service not provided by the departed employee or independent contractor. 

3.4 Effect of Expiration or Termination. Except as expressly provided herein, the provisions of Article VII and
Article VIII, and those provisions necessary to interpret and apply them, shall survive the termination or expiration of this Agreement. Upon the expiration of this Agreement or if this Agreement is earlier terminated pursuant to
Section 3.1, there will be no liability or obligation on the part of Provider or Recipient (or any of their respective Affiliates and Representatives) hereunder, except that (a) Recipient shall continue to be obligated to pay
Provider for services rendered by Provider or its Affiliates on or prior to the last day of the Term, (b) each Party shall pay any amounts outstanding and payable by it hereunder as of the date of termination, and (c) claims made pursuant
to Article VII shall survive termination of the Agreement for the period set forth in Article VII. Upon the termination of this Agreement for any reason, (i) Recipient will, and will cause the Transferred Companies to, discontinue
all use of the Business Administration Services and will destroy, erase or return to Provider all copies of Provider’s or any of Provider’s Affiliates’ software or confidential or other proprietary information in Recipient’s
possession, custody or control and (ii) Provider will, and will cause its  

  
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Affiliates to, destroy, erase or return to Recipient all copies of Recipient’s or any of Recipient’s Affiliates’ software or confidential or other proprietary information in
Provider’s possession, custody or control. Notwithstanding the foregoing, in the event this Agreement is terminated pursuant to Section 3.1(d), the provisions of this Agreement shall not survive and the Parties will have no
liability or continuing obligations of any kind hereunder. 
 ARTICLE IV 

FEES; INVOICES 
 4.1
Fees.  
 (a) In consideration of Provider’s performance of the Business Administration Services, Recipient shall
reimburse Provider on a monthly basis for its actual cost, with no margin or profit, for the following (collectively, the “Fees”): 

(i) Subject to any reduction pursuant to Section 4.1(b)(i), 100% of the salary, hourly pay (including overtime pay), Bonus and
Benefits costs, and all other employee- or labor-related costs (including payroll taxes, but not including Retention Payments, which are addressed in Section 4.1(a)(ii)) associated with the Business Administration Services (collectively,
“Employee Costs”); provided, however, that the Fees shall not include Employee Costs for any Specified Person following the expiration of the Transition Services Period for such Specified Person. 

(ii) 100% of the Retention Payments for the employees listed on Exhibit C as of the Effective Date. Notwithstanding anything to the
contrary in this Article IV, the Retention Payments shall be payable by Recipient as follows: 
 (A) with respect to each individual
for whom the Transition Service Period (as reflected on Exhibit C as of the Effective Date) will conclude prior to January 31, 2016, one (1) month prior to the completion of the applicable Transition Services Period as amended
pursuant to Section 3.2; 
 (B) with respect to any other individual, on December 31, 2015; 

(C) For the avoidance of doubt, Recipient will not be obligated to pay any Retention Payment for any employee who voluntarily resigns or who
is terminated for Cause from the employment of Provider prior to being entitled to receive such Retention Payment pursuant to Sections 4.1(b)(ii)(A) or (B); and 

(D) In the event that Recipient pays any Retention Payments with respect to an employee who voluntarily resigns or who is terminated for
Cause from the employment of Provider prior to the completion of the applicable Transition Services Period (as reflected on Exhibit C as of the Effective Date), the amount of such Retention Payments shall be credited to Recipient on the next
invoice. 
 (iii) Subject to any reduction pursuant to Section 4.1(b)(ii), 100% of Provider’s Overhead Costs. 

  
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 (iv) 100% of reasonable out of pocket costs, fees and expenses directly incurred by Provider
solely in connection with the provision of the Business Administration Services, including travel and lodging (but not including Employee Costs, Retention Payments or Overhead Costs, which are covered by Sections 4.1(a)(i)-(iii)). 

(b) The Fees shall be reduced as follows: 

(i) the portion of the Fees constituting Employee Costs shall be reduced by the sum of the product of (A) the total Employee Costs for
each Specified Person during the invoice period multiplied by (B) the percentage of such Specified Person’s aggregate hours worked during the invoice period that was dedicated to Provider’s Business Development Activities or
the Active Management or Operation of facilities. 
 (ii) the portion of the Fees constituting Overhead Costs shall be reduced by the
product of (A) the total Overhead Costs during the invoice period multiplied by (B) the percentage of the aggregate hours worked by all Specified Persons during the invoice period that was dedicated to the Active Management or
Operation of facilities. 
 (c) During the Term, Provider shall maintain its books and records in a manner sufficient to enable the
allocation of costs and expenses between the Business Administration Services provided under this Agreement and any other services or activities of Provider and, for the avoidance of doubt, notwithstanding anything to the contrary contained herein,
the Fees shall not include any costs or expenses of such other services or activities of Provider. 
 4.2 Prepaid Amount. To
the extent Provider has not delivered such information prior to the date hereof, Provider will deliver to Recipient a good faith estimate of the Fees for the first month of the Term (such amount, the “Prepaid Fee”). Upon the
later to occur of (i) the date that is five (5) Business Days after the date that Recipient delivers its good faith estimate of the Prepaid Fee or (ii) the commencement of the Term, Recipient shall pay the Prepaid Fee to Provider.
During the Term, Provider may, but shall have no obligation to, draw on the Prepaid Fee to satisfy any obligations of Recipient under this Agreement.  

4.3 Taxes. If, during the Term, any state, provincial, local or federal authority shall impose a tax on the Business
Administration Services rendered to Recipient by Provider hereunder, Recipient agrees to promptly pay or remit to Provider the amount of such tax. 

4.4 Invoices.  

(a) Subject to Section 4.1(a)(ii) and Section 4.2, Provider shall invoice Recipient on a monthly basis for all Fees.
Each monthly invoice shall include, without limitation, the invoice period, the Fees (as reduced pursuant to Section 4.1(b)), a brief description of the Business Administration Services provided and any adjustments pursuant to
Sections 4.5 or 4.6. The monthly invoice for the last month of the Term shall include a credit to Recipient for any undrawn amount of the Prepaid Fee. 

(b) Fees shall be payable by Recipient within fifteen (15) days after Recipient’s receipt of an invoice in accordance with the
wiring instructions provided by Provider 

  
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to Recipient. If Recipient fails to pay any Fees within such time period (except as permitted by the ultimate sentence of this Section 4.4(b), interest shall accrue on the unpaid
portion from the date that payment was due until the date of payment at the Default Rate. Recipient will promptly (but no later than thirty (30) days following the date of the applicable invoice) provide written notice to Provider regarding any
amount of an invoice that is disputed in good faith and the nature and basis for such dispute. Notwithstanding the foregoing, solely in the event that, in Recipient’s good faith judgment, any monthly invoice has been prepared with the
Applicable Standard of Care and Recipient disputes in good faith all or a portion of the amount of such invoice, Recipient may withhold the disputed amount of such invoice pending resolution of the dispute pursuant to Section 4.6. 

(c) Subject to any applicable Law, Provider shall furnish a reasonably detailed listing of all disbursements (other than disbursements related
to personnel) greater than or equal to $50,000 with each monthly invoice. 
 4.5 Audit Rights. During the Term, Recipient
shall have the right, but not the obligation, at its sole expense, to conduct or cause to be conducted a reasonable audit of the data, records or other pertinent information of Provider arising from or in connection with the provision of the
Business Administration Services at a mutually agreed upon time no later than twenty (20) Business Days following the date that notice of such request is delivered to Provider. Recipient shall conduct such an audit during normal business hours
and in such a manner as to minimize disruptions to the normal business operations of Provider and its Affiliates; provided, however, that (x) Provider shall not be required to provide information to Recipient or its Representatives that
would reasonably be expected to (i) result in the waiver or limitation of any attorney-client or other legal privilege available to Provider or its Affiliates, (ii) result in a breach of any confidentiality obligation of Provider or its
Affiliates to a third party or (iii) violate any applicable Law and (y) information provided by Provider to evidence or corroborate the allocation of costs and expenses between the Business Administration Services provided under this
Agreement and any other services or activities of Provider may be, as to such other services or activities of Provider, provided in redacted form to preserve the confidentiality or proprietary nature thereof. If Provider objects to the scope of any
audit requested, the Parties shall work together, in good faith, to mutually reach agreement on the proper scope of such audit. If an audit reveals an error in the amount of any invoice, Recipient shall promptly notify Provider in writing of such
error and provide supporting documentation (the “Audit Notice”). Provider will promptly provide written notice to Recipient of any dispute with respect to the Audit Notice, which dispute shall be resolved in accordance with
Section 4.6. Any undisputed portion of the amount set forth in the Audit Notice shall be credited to or payable by Recipient (as applicable) on the monthly invoice for the period in which the Audit Notice is delivered. 

 4.6 Disputes. In the event of a good-faith dispute as to the amount of any invoices or portions thereof submitted
by Provider to Recipient, or as to the amount of any error identified in an Audit Notice delivered by Recipient to Provider, the appropriate accounting representatives of each Party shall discuss the disputed items within five (5) Business Days
following receipt of such written notice of dispute. If the Party’s accounting representatives are unable to resolve the dispute within such five (5) Business Day period, the dispute will be referred to Jeremy McGuire (on behalf of
Recipient) and Charles Cook (on behalf of Provider), or other senior executives holding comparable positions, as determined by Provider and Recipient, respectively, who will  

  
 11 








 
work together in good faith to resolve the dispute within ten (10) Business Days following the date that the dispute is referred to them. Each Party shall promptly pay all outstanding
amounts determined in accordance with the resolution of the applicable dispute pursuant to this Section 4.6; provided, however, that any amounts owed to Recipient with respect to an Audit Notice shall be credited to Recipient on
the monthly invoice for the invoice period in which the dispute is resolved. If the Parties are unable to resolve the dispute in accordance with this Section 4.6, then each Party may exercise any remedies available to it with respect to
such dispute. 
 ARTICLE V 

PERSONNEL 
 5.1
Removal for Cause. During the Term, Recipient may, in good faith, require that Provider immediately remove any Specified Person from the provision of the Business Administration Services for Cause. For the purposes of this
Section 5.1, “Cause” shall mean the Specified Person’s: (a) material failure to perform the Business Administration Services for which he or she is responsible, which failure, if curable, remains uncured
for at least five (5) days after Recipient has provided Provider with written notice of such failure; (b) conviction, or plea of no contest to, any felony or crime involving moral turpitude that may reasonably be expected to affect his or
her ability to perform the Business Administration Services for which he or she is responsible; or (c) material failure to abide by material worksite policies applicable to any Transferred Company location where he or she performs Business
Administration Services, which failure, if curable, remains uncured for at least five (5) days after Recipient has provided Provider with written notice of such failure. Notwithstanding the foregoing, Recipient shall have no authority to
terminate any Specified Person’s employment with or engagement by Provider or any of its Affiliates. Any Specified Person who is removed from the provision of the Business Administration Services for Cause but whose employment is not terminated
shall be deemed to dedicate 100% of such Specified Person’s hours worked from and after the date of their removal for Cause to Provider’s Business Development Activities or the Active Management or Operation of facilities for purposes of
calculating Fees pursuant to Section 4.1. 
 5.2 Restrictions on Hiring. Other than the Specified Persons listed
on Exhibit C or individuals whose fees are included in Overhead Costs, and except as required by Law, Provider shall not hire or retain additional employees or independent contractors during the Term to perform the Business Administration
Services without the prior written consent of Recipient, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Provider may hire additional employees or independent contractors to replace any Key
Employee or Support Employee without the prior written consent of Recipient, and Exhibit C will be deemed to be automatically amended to reflect such replacement and associated costs without any further action of the Parties. 

 5.3 Employee Costs. During the Term, solely to the extent all or any portion of such additional costs are to be
included in the Fees, Provider shall not increase the salaries, wage rates, bonus opportunities or other compensation or benefits of any kind that are provided to any Specified Person above the types, amounts or levels that existed immediately prior
to the Effective Date, other than (i) as required by Law, (ii) pursuant to the terms of any Contracts or RJS Benefit Plans in effect as of the Effective Date (iii) merit increases consistent with past practice or (iv) benefits
provided pursuant to any new benefit plan which is in all material respects substantially the same in scope and benefit level as the equivalent plan previously provided by Provider to such Specified Person. 

  
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 5.4 Offers of Employment by Recipient. Recipient (either directly or through an
Affiliate) shall have the right, but not the obligation, in its sole discretion, to offer to employ or to engage as an independent contractor one or more Specified Persons; provided, however, that Recipient hereby agrees to refrain from
making any offers of employment or engagement to any Key Employee until the expiration of the Term or the earlier termination of this Agreement pursuant to Section 3.1. Any such offer made by Recipient shall be in writing. Recipient
shall provide notice of any offer of employment made to a Specified Person at the time such offer is made. In the event that any such offer is declined, Recipient will promptly furnish Provider with a copy of such offer. In furtherance of the
foregoing, and solely to the extent permitted by applicable Law, Provider agrees to waive and release any Specified Person hired by Recipient in accordance with this Section 5.4 from any non-competition restrictions under any agreement
or other arrangement with Provider that would otherwise prevent them from accepting an offer of employment or engagement as an independent contractor from Recipient or its Affiliates.  

5.5 Onsite Integration. During the Term, Recipient shall have the right, but not the obligation, to designate one or more
representatives (the “Supervising Representatives”) to be present in the Austin, Texas office of Provider for the sole purpose of overseeing and facilitating the transition of the Business Administration Services from
Provider to Recipient; provided, however, that the presence of such Supervising Representatives shall only be allowed to the extent that it does not interfere with the ongoing business and operations of Provider. From time to time, Recipient
may designate additional personnel to visit the Austin Texas office for the purpose of facilitating the transition of the Business Administrative Services; provided, however, that (i) the presence of such personnel shall only be allowed
to the extent that it does not interfere with the ongoing business and operations of Provider and (ii) Recipient shall provide 48 hours’ advance notice to Provider prior to any visit by such additional personnel. Provider may limit the
presence of the Supervising Representatives pursuant to this Section 5.5 if it believes in good faith that such limitation is necessary or appropriate to: (i) protect any attorney-client privilege available to Provider or its
Affiliates, (ii) comply with any confidentiality obligation of Provider or its Affiliates to a third party, (iii) comply with applicable Law, or (iv) avoid or limit any competitive harm in any material respect to Provider. Any such
limitation will be reasonably constructed to achieve the aforementioned objectives, and Provider will use its reasonable efforts to ensure that the resulting arrangements continue to permit the oversight and facilitation of the transition of the
Business Administration Services from Provider to Recipient as fully as reasonably possible. Recipient will cause the Supervising Representative to abide by all safety and other workplace policies of Provider at all times when the Supervising
Representative is present at offices or other workplaces of Provider. 
 5.6 Updates to Exhibit C. Provider and
Recipient acknowledge and agree that Exhibit C shall be updated prior to the Effective Date to (a) remove any individual who, as of the Effective Date, has ceased to be employed or engaged by Provider, (b) add any employee of
Provider who, as of the Effective Date, is anticipated to be involved in the provision of Transition Services and (c) such other changes as are mutually agreed by Provider and Recipient, acting reasonably. 

  
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 ARTICLE VI 

REPRESENTATIONS AND WARRANTIES 

6.1 Representations and Warranties of Provider. Provider hereby represents and warrants to Recipient that, as of the date
hereof: 
 (a) Provider is a limited partnership, duly organized, validly existing and in good standing under the laws of the
state of Texas; 
 (b) Provider has taken all necessary limited partnership action to authorize the execution and delivery of this Agreement
and the performance of its obligations hereunder; and 
 (c) There is no pending or, to the knowledge of Provider, threatened Action against
or affecting Provider or its property, which would reasonably be expected to have a material adverse effect on Provider’s ability to perform its obligations under this Agreement. 

6.2 Representations and Warranties of Recipient. Recipient hereby represents and warrants to Provider that, as of the date
hereof:  
 (a) Recipient is a limited liability company, duly organized, validly existing and in good standing under the laws
of the state of Delaware; 
 (b) Recipient has taken all necessary limited partnership action to authorize the execution and delivery of
this Agreement and the performance of its obligations hereunder; and 
 (c) There is no pending or, to the knowledge of Recipient,
threatened Action against or affecting Recipient or its property, which would reasonably be expected to have a material adverse effect on Recipient’s ability to perform its obligations under this Agreement. 

ARTICLE VII 

INDEMNIFICATION, LIMITATION OF LIABILITY AND REMEDIES 

7.1 Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE BUSINESS ADMINISTRATION SERVICES ARE PROVIDED
ON AN “AS IS” BASIS, AND PROVIDER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS OF ANY BUSINESS ADMINISTRATION SERVICES PROVIDED HEREUNDER AND HEREBY DISCLAIMS (ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR
RESPECTIVE REPRESENTATIVES) ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ITS PERFORMANCE UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF ADEQUACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 7.2, PROVIDER’S SOLE AND EXCLUSIVE RESPONSIBILITY TO THE RECIPIENT AND ITS AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FOR ERRORS OR OMISSIONS IN THE TRANSITION SERVICES SHALL BE TO
FURNISH  

  
 14 








 
CORRECT INFORMATION OR RE-PERFORM THE RELEVANT SERVICES; PROVIDED, HOWEVER, THAT, IN NO EVENT SHALL THE FEES WITH RESPECT TO THE BUSINESS ADMINISTRATION SERVICES BEING RE-PERFORMED BE
REDUCED OR OTHERWISE MODIFIED. 
 7.2 Indemnification by Provider. To the extent not otherwise covered by proceeds of
insurance or recoveries from third parties actually received by Recipient or its Affiliates, Provider shall indemnify and hold harmless Recipient, its Affiliates and their respective Representatives from and against all Losses (including in respect
of any third party claim) arising out of or resulting from any gross negligence or Willful Misconduct on the part of Provider in its performance of the Business Administration Services (in each case, excluding any action taken or omitted to be taken
at the direction of Recipient or its Affiliates).  
 7.3 Indemnification by Recipient.
Recipient shall indemnify and hold harmless Provider, its Affiliates and their respective Representatives from and against all Losses (including in respect of any third party claim) arising out of, relating to or in connection
with:  
 (a) any act or omission of Provider, its Affiliates or any of their respective Representatives in the performance of
the Business Administration Services or of any duty, obligation or service under this Agreement (other than any Losses for which Provider has indemnified Recipient pursuant to Section 7.2); and 

(b) any breach of any obligation of Recipient under this Agreement. 

7.4 Limitation of Liability. In no event shall Provider, its Affiliates or any of their respective Representatives have any
liability to Recipient for damages with respect to any Losses of Recipient, regardless of whether such Losses are a result of or caused by the sole, joint or concurrent negligence, strict liability or other fault of Provider, its Affiliates or their
respective Representatives, including for any error in judgment or any act or omission, except as a result of the gross negligence or Willful Misconduct of Provider (in each case, excluding any action taken or omitted to be taken at the direction of
Recipient or its Affiliates).  
 7.5 Exclusive Remedies. Except in the case of fraud, the remedies of this
Article VII are the sole and exclusive remedies of Recipient to any Losses arising out of related to this Agreement or the performance of the Business Administration Services. 

7.6 Expiration of Claims. All claims for damages brought by either Party against the other (excluding claims for damages brought
by third parties against the Party seeking reimbursement for such claim, and claims for payment for services rendered) must be brought within one (1) year after the termination of this Agreement. 

7.7 No Consequential Damages. Neither Party to this Agreement nor any of their Affiliates or respective Representatives shall be
liable for any loss of profits or anticipated revenues, loss of business, cost of capital, loss of use or of data, loss of goodwill, loss of opportunity, interruption of business, or for indirect, special, punitive, exemplary, incidental,
consequential or indirect damages of any kind (“Non-Reimbursable Damages”), whether under this Agreement or otherwise, in connection with the performance of either Party under this Agreement, even if such Party or any of its
Affiliates or Representatives has been advised of the possibility of such damages, except with respect to a third party claim for which any Person is entitled to indemnification hereunder. 

  
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 ARTICLE VIII 

MISCELLANEOUS 
 8.1
Notices. 
 (a) Unless this Agreement specifically requires otherwise, any notice, demand or request provided for in this Agreement,
or served, given or made in connection with it, shall be in writing and shall be deemed properly served, given or made if delivered in person or sent by facsimile or sent by registered or certified mail, postage prepaid, or by a nationally
recognized overnight courier service that provides a receipt of delivery, in each case, to the Parties to this Agreement at the addresses specified below: 

If to Recipient, to: 
 Talen
Energy Corporation 
 835 Hamilton Street 

Allentown, PA 18101 
 Attention:
Dustin Wertheimer 
 Facsimile: (610) 774-3839 

with a copy to (which shall not constitute notice): 

Talen Energy Corporation 
 835
Hamilton Street 
 Allentown, PA 18101 

Attention: Joseph Waala 

Facsimile: (610) 774-2755 
 If to
Provider, to: 
 Topaz Power Management, LP 

2901 Via Fortuna Drive, Building 6, Suite 650 

Austin, Texas 78746-7574 

Attention: Janet Jamieson 

Facsimile: (512) 314-8699 
 with a
copy to (which shall not constitute notice): 
 Vinson & Elkins LLP 

1001 Fannin Street, Suite 2500 

Houston, Texas 77002-6760 

Attention: Trina Chandler 

Facsimile: (713) 615-5088 

  
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 (b) Notice given by personal delivery, mail or overnight courier pursuant to this
Section 8.1 shall be effective upon physical receipt. Notice given by facsimile or email pursuant to this Section 8.1 shall be effective as of the date of confirmed delivery if delivered before 5:00 p.m. Central Time on
any Business Day or the next succeeding Business Day if confirmed delivery is after 5:00 p.m. Central Time on any Business Day or during any non-Business Day. 

8.2 Confidentiality.  

(a) During the Term and thereafter, the Parties hereto shall, and shall instruct their respective Representatives to, maintain in confidence
and not disclose or use the other Party’s financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product
formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, “Confidential Information”). Each Party shall use the
same degree of care, but no less than reasonable care, to protect the other Party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the
Parties, any Party receiving any Confidential Information of the other Party (the “Receiving Party”) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement or to enforce its
rights under this Agreement (collectively, the “Permitted Purpose”). Any Receiving Party may disclose such Confidential Information only to its Representatives who have a need to know such information for the Permitted
Purpose and who have been advised of the terms of this Section 8.2 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such persons; provided, however, that any Receiving Party may
disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by an Order of a Governmental Authority, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing
Party (the “Disclosing Party”), and take reasonable steps, at the request and expense of the Disclosing Party, to assist in contesting such Order, minimizing any required disclosure, and protecting the Disclosing Party’s
rights prior to any required disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel that it is legally bound to disclose under such Order. 

(b) Notwithstanding the foregoing, “Confidential Information” shall not include any information that the Receiving Party can
demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its Representatives in breach of this Section 8.2; (ii) to the knowledge of the
Receiving Party, was rightfully received from a third party without a duty of confidentiality; (iii) was legally known by the Receiving Party prior to disclosure by the Disclosing Party; or (iv) was developed by it independently without
any reliance on the Confidential Information. 
 (c) Upon demand by the Disclosing Party at any time, or upon expiration or earlier
termination of this Agreement, the Receiving Party shall promptly return or destroy, at the Disclosing Party’s option, all Confidential Information. If such Confidential Information is destroyed, an authorized officer of the Receiving Party
shall certify to such destruction in writing. 

  
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 8.3 Books and Records. Upon the earlier to occur of
(a) the expiration of the Term or (b) the earlier termination of this Agreement pursuant to Section 3.1, Provider shall use commercially reasonable efforts to promptly deliver any books and records of the Transferred Companies
maintained by Provider in connection with the Business Administration Services that are in its possession; provided, that delivery of the foregoing to the offices of any Transferred Company shall be deemed sufficient to satisfy this
requirement. 
 8.4 Entire Agreement. This Agreement (together with Section 8.15(b) of the Transaction
Agreement), including all exhibits and attachments hereto, contains the sole and entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior discussions and agreements between the Parties with
respect to the subject matter hereof.  
 8.5 Expenses. Except as otherwise expressly provided in this
Agreement, whether or not the transactions contemplated hereby are consummated, each Party will pay its own costs and expenses incurred in anticipation of, relating to and in connection with the negotiation and execution of this Agreement and the
transactions contemplated hereby. 
 8.6 Waiver. Any term or condition of this Agreement may be waived at any
time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term
or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or
otherwise afforded, will be cumulative and not alternative. 
 8.7 Amendment. This Agreement may be amended,
supplemented or modified only by a written instrument duly executed by or on behalf of each Party. 
 8.8 No Third Party
Beneficiary. The terms and provisions of this Agreement are intended solely for the benefit of the Parties and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary
rights upon any other Person. 
 8.9 Assignment; Binding Effect. Neither this Agreement nor any right, interest
or obligation hereunder may be assigned by any Party without the prior written consent of the other Party, and any attempt to do so will be void, except for assignments and transfers by operation of Law. This Agreement is binding upon, inures to the
benefit of and is enforceable by the Parties and their respective successors and permitted assigns. 
 8.10 Invalid
Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected
thereby, such provision will be fully severable, this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, the remaining provisions of this Agreement will remain in full
force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and in lieu of such illegal, invalid or 

  
 18 








 
unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible. 
 8.11 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts,
each of which will be deemed an original, but all of which together will constitute one and the same instrument. Any facsimile copies hereof or signature hereon shall, for all purposes, be deemed originals. 

8.12 Governing Law; Venue; and Jurisdiction. 

(a) This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement (and
all schedules, annexes and exhibits hereto) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 
 (b) Except as
provided in Section 4.6, each of the Parties irrevocably and unconditionally agrees that any Action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in
respect of this Agreement and the rights and obligations arising hereunder brought by any other Party or Parties or their respective successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state
appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). 

(c) Each of the Parties hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and
unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts.
Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (i) any claim that it is not personally subject to the
jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8.12, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any
legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable
Law, any claim that (x) the Action in such court is brought in an inconvenient forum, (y) the venue of such Action is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. 

(d) EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY. 
 [signature page follows] 

  
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 IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be executed on its behalf, all
on the day and year first above written. 
  

			
	PPL ENERGY SUPPLY, LLC
		
	By:		 /s/ Clarence J. Hopf, Jr.

	Name:		 Clarence J. Hopf, Jr.

	Title:		 Senior Vice President - Fossil & Hydro Generation

	
	TOPAZ POWER MANAGEMENT, LP
		
	By:		 /s/ Charles C. Cook

	Name:		 Charles C. Cook

	Title:		 President & Chief Executive Officer



 [Signature Page to Transition Services Agreement]