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<br />percent (I %) per month or (ii) the highest rate allowed by law, whichever is the lesser, from the date such payment was originally due until the
<br />same is paid. Following resolution of the dispute, any amount found payable (including interest) shall be paid within thirty calendar days. If
<br />Buyer fails to pay any amount due (including any disputed amount withheld which is subsequently found to have been payable), Seller may, at its
<br />option, pursue any or all of the following actions or remedies: (a) a~crue interest on the unpaid portion at a rate equal to that described earlier in
<br />this paragraph, from the date such payment is due until the same is paid, or (b) transfer Buyer to the provider of last resort ("POLR"), POLR shall
<br />be defined as a retail electric provider that has been designated by the PUCT to provide a basic, standard retail service package to requesting or
<br />defaulting customers.
<br />
<br />5.4 If Buyer notifies Seller in writing ofajustifiable concern regarding the accuracy of an invoice hereunder, Seller shall make available to Buyer
<br />during normal business hours the records in Seller's possession reasonably necessary for Buyer to verifY the accuracy of its bill. Provided,
<br />however, neither Party may request any adjustment or correction of any statement or payment unless written notice of such request for
<br />adjustment or correction is furnished within twenty-four (24) months of the date of the statement or payment for which such adjustment or
<br />correction is requested. -
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<br />5.5 If this Agreement is terminated for any reason (including where Buyer terminates in accordance with Section VII) and Buyer does not
<br />arrange for a new electricity supply agreement with Seller or another supplier, Seller, until Buyer arranges for a new electric supply agreement
<br />with Seller or another supplier, may (in addition to other remedies) charge Buyer for any electricity used at the Premise(s) after the effective date
<br />of the termination, and subject to these Terms, at Seller's then current Standard List Price Offer applicable to businesses of same or similar nature
<br />as Buyer. This sub-clause shall survive termination of this Agreement.
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<br />5.6 Payments may be made by check, wire transfer, direct debit or electronic data interchange (on terms reasonably acceptable to both
<br />Panies), and notwithstanding anything to the contrary contained herein, must be received by the receiving Party on or before the dates
<br />specified in Article II of the Offer. The address to which payments are to be made shall be as set forth in the Offer. For Buyer to pay Seller
<br />other than by check, Buyer needs to obtain required information / agreements with Seller. If Buyer fails to pay the invpiced amount to Seller by
<br />the Due Date, and such amount is not disputed as provided in Section 5.3 the undisputed invoiced amount will accrue interest at the rate of 12%
<br />per year, and, in addition, Seller may pursue, but is not required to pursue, available legal remedies for collection of the unpaid invoice and late-
<br />payment interest ch'arges, Including termination of the Agreement in accordance with the procedures set forth in Article VII.
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<br />5.7 In the event Buyer ever takes electricity exceeding the Maximum kW for each Premise(s), each time it does so Buyer shall pay the Over
<br />Capacity Charges as stated in the applicable Price Sheet. "Maximum kW" for each Premise is set forth on Exhibit "A", and shall be
<br />recorded at the TDSP Point of Delivery.
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<br />5.8 Buyer agrees that it shall abide and be bound by the Agreement through the end of the Agreement Term and shall not, during the Agreement
<br />Term, claim any right to pricing based upon the Price to Beat. "Price to Beat" shall mean a price for electricity, as determined pursuant to the
<br />Public Utility Regulatory Act, Section 39.202, charged by an affiliated retail electric p'rovider to eligible customers.
<br />
<br />VI. METERING EQUIPMENT.
<br />6.1 The supply of electricity to Buyer at the TDSP Delivery Point(s) shall be,measured by Metering Equipment. "Metering Equipment"
<br />herein shall mean any and all equipment required for the measurement of demand, energy, reactive demand or reactive energy and the times
<br />during which said demand or energy is consumed. Unless the accuracy of the Metering Equipment is disputed by notice given by either Party
<br />to the other the Metering Equipment'shall be deemed to be accurate. If notice is given (unless otherwise agreed) the Metering Equipment,
<br />shall be examined within a reasonable period by the TDSP in accordance with the applicable Substantive Rules of the PUCT, If such test
<br />finds that the inaccuracy of the registration of kWh or kW at normal loads exceeds that allowed by ANSI standard C.12, suitable adjustment
<br />shall be made in the accounts rendered by Seller, an.d, within a reasonable period following that determination, the Metering Equipment shall
<br />be re-calibrated or replaced by the entity that installs, validates, registers, and maintains the physical meter required on a Premise to measure
<br />customer usage. If such test finds the Metering Equipment to be accurate within the said limits, the Metering Equipment shall be deemed to
<br />be accurate and the cost of moving, testing, and replacing the Metering Equipment shall be paid by the Party who,issued the notice. If it is
<br />discovered that any reading of the Metering Equipment or translation of the readings into charges ~ave been incorrect then the amount of
<br />money due to and from Seller shall be paid forthwith.
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<br />6.2 If appropriate meter reading personnel cannot gain access to read the Metering Equipment, or the Metering Equipment fails to register
<br />correctly the amount of electricity supplied, or the readings are not communicated to Seller in time for whatever reason, Seller shall reasonably
<br />estimate the quantity of the electricity consumed and Buyer shall pay the charges for the estimated amounts subject to any adjustments which may
<br />be nece:!sary following the reading. Buyer shall notify Seller of any dispute or query regarding the Metering Equipment made by the TDSP.
<br />Seller is not responsible for damage to the Metering Equipment unless caused by Seller's negligence.
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<br />VII. TERMINATION OF AGREEMENT:
<br />7.1 A material breach of this Agreement includes: (a) the failure of either Party to make any payment due to the other Party pursuant to the
<br />terms hereof, provided, however, that notwithstanding the foregoing or anything else to the contrary in this Agreement, Supplier may not
<br />terminate this Agreement for non-payment by Buyer of an undisputed invoiced amount unless the undisputed invoiced amount remains
<br />unpaid for thirty (30) days after the due date; (b) the failure of a Party to comply with any other material term of this Agreement; (c) a Party
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<br />H-GAC Energy Purchasing Corporation
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