Proposal Mark-Up

shall agree no later than sixty (60) days before the Closing to a process and method for the final billing of the Wastewater System customers.

(I)

Publicity. The Parties agree to cooperate on any formal public announcement or statement regarding this Agreement or the transactions contemplated herein. Each Party shall make a good faith effort to provide the other with advance notice of the proposed content of any public announcement or statement.

(J)

Identification of Contracts to be Assigned. As set for in Section 4.5(C), the Buyer must assume the Borough’s obligations on and following the Closing Date for those agreements set forth in Exhibit E. [Note: the Borough and the Buyer, in cooperation with the SRVSA, will negotiate a mutually agreeable transfer/assignment of the SRVSA service agreement, and/or incorporation of relevant provisions of the SRVSA service agreement, that is permitted pursuant to the applicable governing statute; such negotiation shall include mutually agreeable timing and manner of payment obligations owed pursuant to the SRVSA service agreement. Furthermore, the SVRSA interrelationship with the Buyer needs to be clarified. If the Borough is to remain the Participant and hold two Board seats, there needs to be provisions in the agreement to obligate the Borough to serve as nominee for the Buyer on all matters that affect the operation/improvement of the Wastewater System by binding voting obligation with respect to the operations of the system and future financial obligations relating to the SRVSA. and by appointing Buyer’s designees to fill the two Board seats allocated to the Borough no later than that point in time when the terms of the current Board members expire, if permitted by law.]

(K)

Buyer Access. The Borough shall provide the Buyer, at the Buyer’s sole cost, reasonable access to the Wastewater System from the Contract Date until the Closing Date for purposes including, but not limited to, examination of customer accounts, ordinances, deeds, contracts, maps, and plans; inspection and tests of equipment; and surveys of the real property comprising the Wastewater System and easements. The Buyer hereby agrees to indemnify and hold the Borough harmless from any and all claims, demands, suits, actions, damages, liabilities, or expenses with respect to or arising from the Buyer’s access to the Wastewater System during this period. The Buyer’s rights under this Section shall be exercised during normal business hours, with reasonable notice and shall not interfere with the Borough’s continuing operation of the Wastewater System. The Borough shall cooperate with the Buyer with respect to such access to ensure a smooth transition in ownership of the Wastewater System.

(L)

Confidentiality. Any information provided by the Borough to the Buyer regarding the Borough’s customers and the Wastewater System that is not generally available to the public shall remain confidential.