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<br />'4.12 FOr purposes of this Section and Sections 6.2, 6.3, 8.3. and 12.2, the current Mai'ket Value shall mean the price that Seller would
<br />reasonably be able to Qbtain from the sale of the unpurchasedlllquidated quantities. . Seller shall have a duty to use commercially
<br />reasonable efforts to obtain a commercially reasonable pri~ for the sale of such quantities.
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<br />V. METERING EQUIPMENT. The supply of electricity to Buyer at the TDSP Point(s} of Delivery shall be measured by the TOSP, or its
<br />successor, utilizing its Metering Equipment in accordance with its Tariff. Unless the accuracy of the Metering Equipment is disputed by
<br />notice-given by either Party to the other, the Metering Equipment shall be deemed to be accLlrate. If notice'is given (unless otherwise
<br />ag~ed), Seller shall request the TOSP to examine Metering Equipment in accordance with the Tariff. If such test by the TDSP finds that
<br />the Metering Equipment was Inaccurate, suitable adjustment shall be made In the accounts rendered by Seller, and, within a reasonable
<br />period following that determination, the Metering Equipment shall be IlK:alibrated or replaced by the TDSP or itS successor. If such test
<br />finds-the Metering Equipment to be accurate within the said limits, the Metering Equipment shall be deemed to be accurate and the cost of
<br />moving, testing, and replacing the Metering Equipment shall be paid by the Party who issued the notice. If.it is discovered that any reading
<br />.of the Metering Equipment or translation of the readings Into charges have been incorrect, then the amount of.money.dueto al:ld. from
<br />Seller shall be paid' forthwith. If appropriate meter reading personnel cannot gain access to read the Metering Eql,llpment, or' the
<br />Metering Equipment fails to register correctly the amount of electricity supplied, or the readings are not communicated to Seller by the ,
<br />TDSP in time for whatever reason, Seller shall reasonably estimate the quantity of the electricity consumed and Buyer shall pay the
<br />charges for the e.stimated amounts subject to any adjustments which may be necessary following the reading. Buyer shall notify Seller
<br />of any dispute or query regarding the Metering Equipment made by the TOSP. Seller is not responsible for damage to the Metering
<br />Equipment unless caused by Seller's negligence.
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<br />VI. . BUYER'S ELECTRICITY NEEDS.
<br />6.1 . Both Parties. will work in good faitn during the Agreement Term' to reasonably. accommodate and assist Buyer -with' the
<br />management of Its electricity needs at the Premises. For example, if Buyer desires to add or delete existing Premises, or to extend the .
<br />Agreement Term, both Parties will work in good faith to mutually agree upon the terms and conditions that are economically viable to
<br />bothl=>>arties. However, notwithstanding the previous language, nothing contained herein shall be construed as to deny or diminish ~e
<br />economic benefit of this Agreement to either Party, and neither Party shall be under any obligation whatsoever to agree to a
<br />modification that would have such result. In the event that the TOSP experiences difficulties which cause interruptions In service to
<br />Buyer, Seller will take reasonable actions in working with the TDSP and Buyer in an attempt to have service restored' to th~ Buyer.
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<br />,6.2(a) Buyer shall have the limited right to add or delete ESIIDnumber(s} from an Agreement without mod~ng the aggregated quantities
<br />of electricity set forth on the applicable Exhibit "An, SO long as (I) the cumulative total quantities of electricity attributable to such additional
<br />ESIIO(s} do not exceed five percent (5.0%) of the aggregated quantities listed on such Exhibit nA. or (il) the c~mulatlve total quantities of
<br />electricity attributable to such deleted ESIIO(s} do not exceed five percent (5.0%) of the aggregated quantities listed on such Exhibit "A".
<br />Notwithstanding anything to the contrary contained herein, Buyer may only add or delete ESIID number(s} associated with guard lights,
<br />lighting, ancl9ther such Premise(s} from an Agreement once per calendar month.
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<br />(b) In the event that Buyer desires to add an ESIID numbers(s} to an Agreement, it shall notify Seller in writing at least thirty (30) calendar
<br />days prior to the desired effective date of each such addition. Seller and Buyer shall agree upon the quantities of electricity that are
<br />appliCable to each added ESI 10 number, and Seller will examine the request in order to determine whether such addition would result in
<br />Buyer being outside of the tolerance range set forth above. In the event that any addition(s} would have such a result, then Buyer shall be
<br />required to purchase (for the remaining Agreement Tel'l'i1) an additional quantity of electricity necessary to avoid such a result, at the then
<br />current market based price as reasonably determined by Seller. In such event. the applicable Exhibit "An shall be' modified to reflect the
<br />additional quantities so purchased effective as of the effective date of the requested addition, and Seller thereafter will utilize Exhibit "An as
<br />mOdified in determining whether any future requests to add or delete under such Agreement WOuld result in Buyer being outside. the
<br />tolerance range set forth above.
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<br />(c) In the event that Buyer desires to delete an ESIID number(s} from an Agreement, It shall notify Seller in writing at least thirty (30)'
<br />calendar days prior to the desired effective date of each such deletion. Seller and Buyer shall agree upon the quantities of electricity
<br />that .are applicable'to each deleted ESI 10 number, and Seller will examine the request in order to determine whether such deletion
<br />would result In Buyer being outside of the tolerance range set forth above. In the event that any deletion(s} would have such a result,
<br />then Buyer shall be required to liquidate (for the remaining Agreement Term) those quantities necessary to avoid such aresult(the
<br />"Liquidated Quantities"}, and Buy~r agrees to pay Seller the positive amount, If any, calculated as follows: the Liquidated Quantities
<br />multiplied by (the price that Buyer would have paid for the Liquidated Quantities through the end of the Agreement Term according to
<br />the applicable Price Sheet, minus ninety five percent (95%) of the then current Market Value). Buyer shall pay such amount, If any, to
<br />Seller within thirty (30) days of the date 'of liquidation. In such event, the applicable Exhibit "An shall be modified to reflect the quantities
<br />so deleted effective as -of the effective date of the requested deletion, and Seller thereafter will utilize Exhibit nAn as modified in
<br />determining whether any future requests to add or delete under such Agreement would result in Buyer being outside the tolerance
<br />range set forth above. .
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<br />(d) In the event Buyer sells or leases a particular Premise or Premises, without selling, or leasing all of the Premises, and the new
<br />owner or lessee of the applicable Premise(s} (i) is willing to sign a new contract with Seller upon virtually identical terms and conditions
<br />as the Agreement between Buyer and Seller, (II) Is deemed creditworthy by Seller, and (iii) the new pwner or lessee and Seller can
<br />legally enter into such a contract in accordance with the rules and regulations of the PUCT and Is both a government entity and
<br />participating member of the HGAC Energy Providing Corporation, then, upon final execution of the new contract by "Seller and the new
<br />owner or lessee, the applicable Premise ESIID numbers will be del,eted from the applicable Agreement and their associated quantities
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<br />City of-LaPorte.nbc.dlj.c.102803.doc CONFIDENTIAL
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