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10. CREDIT
<br /> Should the creditworthiness or financial responsibility of either Party become unsatisfactory to the other Party at any time during '
<br /> which this Agreement is in effect,as determined by such other Party in a commercially reasonable manner,based upon,but not !
<br /> limited to, reasonable concem over a Party's payment pattern, discovery of negative or derogatory public information, and/or
<br /> based upon a review of the other Party's most recently audited annual financial statements(which,if available,shall be supplied
<br /> by either Party,upon the reasonable request of the other Party)the other Party(the"Requesring Party")may request adequate
<br /> financial security from the other Party in a form acceptable to the Requesting Party as determined in a commercially reasonable
<br /> manner.The failure of the Party to provide adequate fmancial security to the Requesting Party within ten(10)Business Days of
<br /> a written request by the Requesting Party shall be considered an Event of Default under Secrion 12.
<br /> 11. PAYMENTS/INVOICES
<br /> AEM shall render an invoice to Customer via facsimile or electronic mail("e-mail")as soon as practicable after the end of each
<br /> i ervice was rovided. Should the DSP fail to rovide the customer's usage information to AEM
<br /> nthl Billin C cle in which s P
<br /> Mo y g y P .
<br /> e n t to ovide the Customer w
<br /> ith an
<br /> Da s after the ublished meter read date, AEM reserves th gh pr
<br /> within five (5) Business y p
<br /> estimated bill, to be trued up in an invoice that follows receipt of the actual bill. Payments shall be received by AEM via an
<br /> electronic method or check,deposited in the account specified on each invoice within twenty-one(21)Calendar Days following
<br /> r e-mailed invoice the "Due Date". Amounts not aid on or before the Due Date shall be
<br /> the issue date of each facsimiled o , P
<br /> deemed delinquent and a late payment charge equivalent to one and one-half(1-1/2)percent will be assessed each month on the
<br /> unpaid balance ("Interest Rate"). If Customer, in good faith, disputes the correctness of any invoice rendered under this
<br /> Agreement then Customer shall 1)provide written explanarion of the basis of the dispute to AEM no later than the Due Date and
<br /> 2)pay the undisputed portion of the amount invoiced no later than the Due Date. If the disputed amount is determined to have
<br /> been due by AEM,it shall be paid to AEM within five(5)Business Days of such determination,along with interest at the Interest
<br /> Rate from and including the date such amount was due,but excluding the date paid.
<br /> For purposes of this Agreement,Business Day shall mean any day except a Saturday,Sunday,or a Federal Reserve Bank holiday
<br /> and Calendar Day shall mean every day including Saturday,Sunday and Federal Reserve Bank holidays.
<br /> 12. EVENTS OF DEFAULT
<br /> Definition:An"Event of Default"shall mean,with respect to a Defaulting Paity,the occurrence of any of the following: (a)the
<br /> failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within five (5)
<br /> Business Days(as such term is defined in Section 11 above)after written notice of such failure;(b)any representation or wamanty
<br /> made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated;(c)the
<br /> failure to perform any material covenant or obligation set forth in this Agreement (except to the extent consrituting a separate
<br /> Event of Default,and except for such Party's obligarions to deliver or receive where such Party has made payments due for such
<br /> failure to deliver or receive,)if such failure is not remedied within five(5)Business Days(as such term is defined in Secrion 11
<br /> above) after written notice; (d) such Party 1) files a petitian or otherwise commences, authorizes or acquiesces in the
<br /> commencement of a proceeding or cause of acrion under any banlmiptcy,insolvency,reorganization or similar law, or has any
<br /> such petition filed or commenced against it, 2)makes an assignment or any general amangement for the benefit of creditors, 3)
<br /> otherwise becomes bankrupt or insolvent(however evidenced),or 4)has a liquidator,administrator,receiver,trustee,conservator
<br /> or similaz official appointed with respect to it or any substantial portion of its property or assets as part of bankruptcy proceeding
<br /> or reorganization for the benefit of creditors; (e)the failure of such Party to satisfy the creditworthiness/collateral requirements
<br /> under Secrion 10 of this Agreement; or: (fl a Party consolidates or merges with or into,or transfers all or substantially all of its
<br /> assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resuiting, surviving or
<br /> transferee entity fails to assume all the obligations of such Party under this Agreement, or the resulting, surviving or transferee
<br /> enrity dces not satisfy the creditworthiness/collateral requirement set forth in Section 10 of this Agreement
<br /> Susuension and Earlv Termination: If an Event of Default occurs,the non-defaulring Party("the Non-Defaulting Party")may,
<br /> at its option and in its sole discretion,1)suspend its performance under this Agreement,or 2)ternunate this Agreement,at which
<br /> Early Terminarion,the Non-Defaulting Party shall have the right to liquidate this Agreem�t and to demand payment of,which
<br /> the defaulting Party("che Defaulting Party")shall pay upon invoice,a settlement amount which shall be equal to a)if Customer is
<br /> the Defaulting Party, any unpaid invoices plus, the positive difference (if any) of the Power Price minus the Market Price
<br /> multiplied by the Total Monthly Usage kWh,as reflected in Table 2 of Ext►ibit A,in the Monthly Billing Cycles remaining in the
<br /> Term or b)if AEM is the Defaulting Party,the net result of any unpaid invoices by Customer to AEM and,the positive difference
<br /> (if any)of the Market Price minus the Power Price multiplied by the Total Monthly Usage kWh,as reflected in Table 2 of E�chibit
<br /> A, in the Monthly Billing Cycles remaining in the Term. Any such calculation shall be discounted to present value,plus other
<br /> costs,expenses and chazges under this Agreement which the Non-Defaulting Party incurs as a result of such Early Terminatian,in
<br /> addirion and without prejudice to any right of setoff,recoupment,combination of accounts,lien or other right to which the Non-
<br /> Defaulting Party is otherwise entitled, whether by operation of law, equity, contract or otherwise as a result of the Event of
<br /> Default and eazly termination of this Agreement, subject to any limitations on liability as set forth in Section 5 WARRANTY,
<br /> FP.TI2.CIPS.073 PAGE G Of IZ Confidenrial Document—See Sec.4
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