ARTICLE VIII

POST-CLOSING OBLIGATIONS OF BUYER

Subject to the approvals of the BPU, the Buyer shall be responsible for the following post-Closing obligations.

Section 8.1.    CONTINUATION OF WASTEWATER SERVICES. The Buyer shall continue to provide services in accordance with the Customer Service Standards and the Customer Service Plan described in Exhibit J and shall guaranteeprovide for the collection and conveyance of wastewater to the customers of the Wastewater System in a manner that meets the requirements of Buyer’s tariff and all local, state, and federal laws and regulations relating to the collection and conveyance of wastewater and shall operate and maintain the Wastewater System to provide safe, reliable and adequate service.

Section 8.2.    MAINTENANCE, REPAIRS, AND REPLACEMENT. The Buyer shall perform, at its own expense, all maintenance, repair, and replacement of the machinery, equipment, structures, improvements, and all other property and components constituting the Wastewater System. The Buyer shall provide or make provisions for all labor, materials, supplies, equipment, spare parts, and services which are necessary for the normal and ordinary maintenance of the Wastewater System and shall conduct predictive, preventive, and corrective maintenance of the Wastewater System as required by applicable law.

Section 8.3.    RATE STABILIZATION COVENANT. Upon Closing, the Buyer shall adopt the Borough’s sewer rates as defined in _____________________________, and as set forth in Exhibit D, which Exhibit details the specific sections of _____________________________ that will be adopted by the Buyer. The Buyer shall hold said rates for a minimum of _________ years. Thereafter, the Borough’s rates shall increase by an average of no more than _______ percent (______%) per year, compounded annually, for the next ___________ (_____) years. Thereafter, any future base rate increases shall be included in Buyer’s base rate cases periodically filed with the BPU. The Buyer shall use good faith efforts to minimize rate increases to Borough customers by spreading costs of the Wastewater System across its statewide customer base and phasing rates into the Buyer’s existing tariff rates over the course of several base rate cases, all to the extent permitted by law. Other than the sewer rates as described above, all other fees as provided in Buyer’s tariff shall apply as of the Closing Date.

Section 8.4.    REQUIRED CAPITAL IMPROVEMENTS. The Buyer agrees to invest at least $________________ in capital improvements to the system within ______ (_____) years of the Closing, $_____________ of which the Buyer covenants to invest within the first ______ (___) years. Exhibit K contains a listing of potential capital improvements identified by the Buyer in its Bid submission in response to the RFB. This list may be subject to revision based upon further due diligence conducted by the Buyer post execution of this Agreement.

Section 8.5.    SERVICE TO BOROUGH FACILITIES. The Buyer shall propose to the BPU that it will provide wastewater service to those Borough-owned facilities listed in Exhibit N to this Agreement at no cost to the Borough for a period of ten (10two (2) years from