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<br />who issued the notice. If it is discovered that any reading of the Metering Equipment or translation of the readings into
<br />charges have been incorrect then the amount of 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
<br />to register correctly the amount of electricity supplied, or the readings are not communicated to Seller in time for whatever reason,
<br />Seller shall reasonably estimate the quantity of the electricity consumed and Buyer shall pay the charges for the estimate_d
<br />amounts subject to any adjustments which may be necessary following the reading. Buyer shall notify Seller of any dispute or
<br />query regarding the Metering Equipment made by the TDSP. Seller is not responsible for damage to the Metering Equipment
<br />unless caused by Seller's negligence. - .
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<br />VII. TERMINATION OF AGREEMENT.
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<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
<br />pursuant to the terms hereof, provided, however, that notwithstanding the foregoing or anything else to the contrary in this
<br />Agreement, Supplier may not terminate this Agreement for non-payment by Buyer of an undisputed invoiced amount unless
<br />the undisputed invoiced amount remains unpaid for thirty (30) days after the due date; (b) the failure of a Party to comply with
<br />any other material term of this Agreement; (c) a Party becomes or declares that it is insolvent or bankrupt, or becomes or
<br />declares that it is the subject of any proc~edings, or is taking any action whatsoever, relating to its bankruptcy, liquidation or
<br />insolvency, or is not generally paying its debts as they become due, (d) a Party fails to comply with any federal, state or local
<br />law, regulation, rule or order that causes a material adverse affect upon this Agreement, either Party or either Party's
<br />performance of its obligations described in this Agreement; (e) if Buyer enters into another electricity supply agreement for any
<br />Premise(s) with another retail energy provider that covers any period during the Agreement Term; or (f) if Buyer, except as
<br />provided in paragraphs 7.2 and 14.3 below, sells, leases, closes or otherwise conveys or assigns any Premise(s) in which the
<br />electricity sold hereunder is utilized. If either Party commits a material breach of this AgreelT)ent, the non-breaching Party
<br />shall give written notice to the breaching Party that describes the breach in reasonable detail ("Original Notice"). The non-
<br />breaching Party may, in its sole discretion, and without prejudice to any other right under this Agreement, at law, or in equity,
<br />terminate this Agreement (i) by providing an additional notice if the breaching Party does not pay all amounts due and owing
<br />set forth in the Original Notice within ten calendar days of the date of the Original Notice, or (ii) effective immediately in the
<br />Original Notice in the event the breach pertains to (c), (e), or (f) in this paragraph above, or (iii) by providing ap additional
<br />notice if the breaching Party fails to cure any breach other than one related to (a), (c), (e), or (f) in this paragraph above within
<br />thirty calendar days of the date of the Original Notice.
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<br />7.2 (a) In the event Buyer sells, closes, or leases a particular Premise, without selling, closing, or leasing all of the
<br />Premises, Buyer shall have the right to delete that particular Premise and the quantities of electricity attributable to that
<br />Premise through the end of the Agreement Term (the "Liquidated Quantities") from this Agreement without terminating the
<br />Agreement (a "Premise Buyout Option"). If Buyer desires to exercise a Premise Buyout Option with regard to a Premise,
<br />Buyer shall notify Seller in writing at least thirty calendar days prior to the effective date. Upon the exercise of a Premise
<br />Buyout Option, in the event a new owner of the applicable Premise (i) is willing to sign a new contract with Seller upon the
<br />same terms and conditions as Buyer's contract, (ii) is deemed creditworthy by Seller, and (iii) the new owner and Seller can
<br />legally enter into such a contract in accordance with the rules and regulations of the PUCT, then the Premise will be deleted
<br />from this Agreement and neither Party will owe any compensation to the other. In the event that the new owner (i) is unwilling
<br />to sign a contract with Seller upon the same terms and conditions, (ii) is not reasonably deemed creditworthy by Seller, or (iii)
<br />the new owner and Seller cannot legally enter into the contract. then Buyer agrees to pay Seller the positive amount, if any,
<br />calculated as follows: the Liquidated Quantities f!lultiplied by (the price that Buyer would have paid for the Liquidated Quantities
<br />through the end of the Agreement Term according to the applicable Price Sheet, minus 95.0% of the then current retail marKet
<br />price). Buyer shall pay such amount, if any, to Seller within twenty days of the date of liquidation. Exhibit "A" shall be modified
<br />to reflect the deletion of such Premise and its Liquidated Quantities, and all other terms and conditions of this Agreement shall
<br />remain in full force and effect with respect to the remainillg Premises.
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<br />(b) In the event Buyer reduces its operations at a Premise, Buyer shall have the right to delete the quantities of
<br />electricity attributable to the reduction in operations at such Premise from the effective date of the reduction through the end of
<br />the Agreement Term (the "Reduced Operations Liquidated Quantities") from this Agreement without terminating the
<br />Agreement. If Buyer desires to exercise such right with regard to a Premise, Buyer shall notify Seller in writing at least thirty
<br />calendar days prior to the effective date. Upon the exercise of such right, Buyer agrees to pay Seller the positive amount, if
<br />any, calculated as follows: the Reduced Operations Liquidated Quantities multiplied by (the price that Buyer would have paid for
<br />the Reduced Operations Liquidated Quantities through the end of the Agreement Term according to the applicable Price
<br />Sheet, minus 95.0% of the then current retail marKet price for the liquidated quantities). Buyer shall pay such amount, if any, to
<br />Seller within twenty days of the date of liquidation. Exhibit "A" shall be modified to reflect the deletion of the liquidated
<br />quantities, and all other terms and conditions of this Agreement shall remain in full force and effect.
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<br />(c) Both Parties will work in good faith during the Agreement Term to reasonably accommodate and assist Buyer with
<br />the management of its electricity needs at the Premises. Since it is not possible to foresee the evolution of the deregulated
<br />power industry in Texas, various reasonable options for Buyer to achieve this are evolving and under development by Seller.
<br />For example, if Buyer desires to contract for additi9nal electricity, both Parties will work in good faith to mutually agree upon
<br />the terms and conditions that are economically viable to both Parties. However, notwithstanding the pre~ious language,
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