Term and Termination; Events of Default.

Term.

The term of this Agreement shall commence on the Effective Date and shall terminate on the earlier of (a) ___ days after the last date NBCs are imposed on Customers, or (b) the earlier termination of this Agreement pursuant to this Section ___.

Termination.

[May need to consider provision allowing termination for reasons other than Events of Default - e.g., if POU's Billing and Metering Systems are unable to accommodate certain NBC changes.]

Events of Default by POU.

The following events shall constitute "Events of Default by POU" under this Agreement:

any failure by POU to remit to IOU or its Assign(s) any NBCs collected from Customers in the manner and at the time specified in this Agreement (except to the extent otherwise allowed under this Agreement) that continues unremedied for ___ days after the IOU gives written notice to POU of such failure; or

any failure by POU to duly observe or perform in any material respect any other term or condition of POU set forth in this Agreement, which failure (i) materially and adversely affects the interests or rights of IOU or its Assign(s), and (ii) continues unremedied for a period of ___ days after written notice of such failure has been given to POU by IOU or its Assign(s).

Consequences of Events of Default by POU.

Upon any Event of Default, IOU may, in addition to exercising any other remedies available under this Agreement or under Applicable Law, apply to any court of competent jurisdiction for sequestration and payment to IOU or its Assign(s) of NBCs. Remittances not made to IOU by POU on the date due shall bear interest at the Prime Rate from the first day after the due date until the ___ day after the due date, and at the Late Payment Rate thereafter until paid. Any late payment charge shall be separately stated on POU's Remittance written report.

Events of Default by IOU.

The following events shall constitute "Events of Default by IOU" under this Agreement:

subject to subsections (b), (c), (d) and (e) below, IOU's failure to cure its material breach of any provision of this Agreement within ___ days after receiving written notice thereof from POU;

Except for amounts to which IOU has objected in writing pursuant to Section ___, IOU's failure to pay to Utility the Set-Up Fee or Recurring Fees within ___ days after the date they are due hereunder, as provided in Section ___;

Except for amounts to which IOU has objected in writing pursuant to Section ___, IOU's failure to fulfill any other monetary obligation hereunder within ___ days after receiving written notice from POU that such obligation is past due.

Upon any default by IOU under this Section, POU may exercise any remedies available under this Agreement or under Applicable Law, provided that POU shall have no right to terminate this Agreement either in whole or in part or any obligation hereunder. IOU agrees that, except for amounts to which IOU has objected in writing pursuant to Section ___ and which are determined not to be owed, any Set-Up Fee or Recurring Fees, as provided in Section ___, which are not paid to POU on the date due shall bear interest at the Prime Rate from the first day after the due date until the ___ day after the date they are required to be made hereunder, and at the Late Payment Rate thereafter until paid. IOU further agrees that, except for amounts to which IOU has objected in writing pursuant to Section ___ and which are determined not to be owed, any other monetary obligation payable to POU by IOU shall bear interest at the Prime Rate from the date due until ___ days after receiving written notice from POU that such amount is overdue, and thereafter at the Late Payment Rate. IOU further agrees that when and to the extent that any amounts to which IOU has objected in writing pursuant to Section ___ are determined to be owing, such amounts shall bear interest from the due date at the rates described above for the applicable category of obligation.

Survival of Payment Obligations.

Upon termination of this Agreement, IOU and POU shall remain liable to the other Party for all amounts owing under this Agreement. POU shall continue to collect and remit, pursuant to the terms of this Agreement, any NBCs billed to Customers before the effective date of termination.

[The following Section 5 may be deleted as unnecessary and overly broad.]