Common use of Billing and Payment Clause in Contracts

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On (a) If Buyer has an Investment Grade Credit Rating, then after each NEPOOL-GIS Certificate transfer has been confirmed, the Seller shall calculate the amount due and payable to Seller pursuant to this Article and provide an invoice ("Invoice") for such amount. The Invoice shall be provided to the Buyer and shall include sufficient detail for the Buyer to verify its formulation and computation. The Buyer shall pay Seller the amount due and owing in accordance with Section 5.1 on or before the fifteenth tenth (15th10th) Business Day after receiving the Invoice (the "Due Date"). If all or any part of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, such amount remains unpaid after the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes dueDue Date, interest shall accrue thereon after but not including the Due Date and be payable to Seller on such unpaid amount at a rate per annum equal to the prime rate from time to time Interest Rate in effect on the Due Date. (b) If Buyer is either unrated or has a Credit Rating below Investment Grade, the Seller shall invoice Buyer for payment prior to the transfer of certificates to the Buyer. The Invoice shall include sufficient detail for the Buyer to verify its formulation and charged computation. The Buyer shall pay Seller the invoiced amount on or before the tenth (10th) Business Day after receiving the Invoice (the "Due Date"). If all or any part of such amount remains unpaid after the Due Date, interest shall accrue after but not including the Due Date and be payable to Seller on such unpaid amount at a rate per annum equal to the Interest Rate in effect on the Due Date. Upon Xxxxxx’s receipt of the invoiced amount and interest due, if any, Seller shall transfer the number of NEPOOL-GIS Certificates required to be transferred hereunder for each Trading Period to an account within the NEPOOL-GIS designated by the CitibankBuyer. (c) Each Party shall notify the other Party upon becoming aware of any error in an Invoice (whether the amount is paid or not) and Seller shall promptly issue a corrected Invoice. Overpayments shall be returned by the receiving Party upon request or deducted by the receiving Party from subsequent invoices, N.A., New York, New York, plus two percent (2%) with interest accrued at a rate per annum, (but annum equal to the Interest Rate in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made effect on the same Day as any change in such prime rate, for any period during which Due Date from the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records date of the other party to receipt of the extent necessary to verify overpayment until the accuracy of any statement, charge, computation date paid or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madededucted.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On No later than three (3) business days following Company’s end-of-the-month meter reading date for the month of delivery, Company will provide Xxxxxx with a statement detailing the total quantities delivered by Xxxxxx into its Pool for the preceding month as well as the total metered consumption in Dekatherms for each individual Company Customer Account served by Xxxxxx. Xxxxxx is responsible for billing each of Company’s Customer(s) served from Xxxxxx’x Pool for all Gas consumed by such Customers determined pursuant to Article VII above except for unauthorized quantities or before other penalties assessed directly to a Customer by Company. Company shall continue to bill its applicable transportation and Facilities Charges directly to the fifteenth (15thCustomer. If the total quantities present in Xxxxxx’x Pool fail to cover the total accumulated usage for Company’s Customer(s) Day of each calendar served by Xxxxxx’x Pool in any month, Gatherer will render Company shall xxxx Xxxxxx for any shortage quantities pursuant to Owner a statement setting forth, the procedures described in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable thereforArticle VIII above. Additionally, such Such statement shall set forth be furnished to Xxxxxx by Company no later than the cumulative imbalance existing at fifth (5th) business day following Company’s end-of-the-month meter reading date for the end month of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount delivery and is due and payable according to such statement on or before within ten (10) Days following days after the receipt thereof by Ownerstatement date. In the event such quantities are estimated for any period, corrected statements A bill shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as deemed delinquent when it remains unpaid after the case may be, in each instance in which due date set forth on the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunderbill. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner If Xxxxxx fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any remit the full amount when the same becomes due, interest on the unpaid portion shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two of one percent (21%) per annummonth. If a Xxxxxx withholds any portion of any amount billed by Company as a disputed amount and any portion or all of the amount so withheld is determined to have been properly billed, then interest (but as set forth above) shall accrue on the withheld amount that was properly billed from the date due until the date that Company receives it. Company may terminate this Agreement when any bill becomes delinquent. If the total quantities present in Xxxxxx’x Pool exceed the total accumulated usage for the Customer(s) served from Xxxxxx’x Pool in any month, Company shall purchase such Gas pursuant to the procedures described in Article VIII above. Company shall furnish Xxxxxx with a statement identifying the quantities purchased from Xxxxxx no event greater later than the maximum rate fifth (5th) business day following Company’s end-of-the-month meter reading date for the month of interest permitted by lawdelivery and shall pay Xxxxxx no later than ten (10) with adjustments in such rate to be made on days after the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madedate.

Billing and Payment. 14.01 Transporter shall render its xxxx on or before the first Day of each Month for the Reservation Charges due for service rendered hereunder during the preceding calendar Month. On or before the fifteenth (15th) Day 10th day of each calendar monthMonth, Gatherer will Transporter shall render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) its xxxx for any remaining charges for gas services rendered during the immediately preceding Month and calendar Month. Such xxxx shall include any Commodity Charges, Excess CFT Charges, any adjustments to the amount payable therefor. Additionally, such statement shall set forth charges billed on the cumulative imbalance existing at the end first day of the current Month. Owner agrees to pay Gatherer by wire transfer (according , and any penalties for unauthorized overruns applicable to the instructions set forth in Month for which the applicable statement or invoice) xxxx is rendered. 14.02 Transporter and Shipper shall each, upon request of the full amount payable according other, deliver to the other for examination such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements pertinent records and charts as shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, chargechart, or computation or demand made by either of them under or pursuant to any of the provisions hereof. 14.03 Shipper, except as otherwise hereinafter provided, shall pay to Transporter by wire transfer of immediately available funds on or before the 10th day of each Month for the Reservation Charges due for service rendered by Transporter hereunder during the preceding month and billed by Transporter in the statement for such month, and on or before the 20th day for each Month for any remaining charges for services which are due hereunder. If the normal payment due date is a Saturday, Sunday or holiday, this Agreementpayment is due the following business Day. 14.04 Should Shipper fail to pay all of the amount of any xxxx for service hereunder when such amount is due, interest on the unpaid portion of such amount shall accrue at the rate equal to the prime rate of CitiBank, N.A. or its successor, calculated from the due date until the date of payment. Any statement If such failure to pay continues for thirty (30) days after payment is due, Transporter, in addition to any other remedy it may have hereunder, may suspend further transportation of natural gas hereunder until such amount is paid; provided, however, that if Shipper in good faith shall dispute the amount of any such xxxx or any part hereof, and shall pay to Transporter such amount as it concedes to be correct, and at any time thereafter within thirty (30) days of a demand made by Transporter, shall furnish good and sufficient surety bond, guaranteeing payment to Transporter of the amount ultimately found to be due under such xxxx after a final determination, which may be reached either by agreement between the parties, arbitration or judgment for a court or by any regulatory authority having jurisdiction, then Transporter shall not be entitled to suspend further delivery of natural gas unless and until default be made in the conditions of such bond. 14.05 If within twelve (12) months of the date of payment, it shall be final as to all parties unless questioned within two (2) years after payment thereof found that Shipper has been madeovercharged or undercharged in any form whatsoever under the provisions hereof, and Shipper shall have actually paid the xxxx(s) containing such overcharge or undercharge, then within thirty (30) days after the final determination thereof, Transporter shall refund the amount of any such overcharge with interest thereon at the prime rate of the CitiBank N.A. or its successor from the time such overcharge was paid to the date of refund, and Shipper shall pay the amount of any such undercharge but without interest. 14.06 In the event an error is discovered in the amount billed in any statement rendered by Transporter, such error shall be adjusted within thirty (30) days of the determination thereof, provided that claim therefor shall have been made within sixty (60) days from the date of discovery of such error, but in any event, within twelve (12) months from the date of payment. 14.07 If rendition of a xxxx to Shipper by Transporter is delayed beyond the date specified herein, then Shipper shall pay such xxxx by wire transfer within ten (10) days after rendition thereof.

Billing and Payment. 1. On or before the fifteenth (15th) Day day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time month during the term of this AgreementAgreement or as soon thereafter as practical, Seller or Seller's designee shall deliver a statement to Buyer for the total quantity of gas sold to Buyer during the preceding calendar month. Buyer will pay to Seller on or before the thirtieth (30th) day of each month, the amount due for total quantity sold to Buyer during the preceding calendar month, except when such day is a Saturday, Sunday, or bank holiday, in which case payment is due the following business day. All such payments shall be made by wire transfer of immediately available FED funds directed to a bank account designated by Seller. Buy will provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when a statement detailing gas purchases at the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (payment is made. 2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative Buyer shall have the right at all reasonable times to examine the books books, records and records charts of the other party Seller to the extent necessary to verify the accuracy of any statement, charge, charge of computation or demand made under or pursuant to any provisions of this Agreement. 3. Any Should Buyer fall to pay the amount of any statement rendered by Seller or Seller's designee as herein provided when such amount is due, interest thereon shall accrue from the due date until the date of payment, at the then effective Prime Interest Rate (Chase Manhattan Bank). If such failure to pay shall continue for fifteen (15) days after is due, Seller may suspend further service to Buyer until such amount is paid. 4. If presentation of a statement by Seller or Seller's designee is delayed after the fifteenth (15th) day of the month then the time for payment shall be final as to all parties unless questioned extended correspondingly. 5. If Buyer shall find at any time within two twenty-four (224) years months after payment thereof the date of any statement rendered that it has been madeovercharged on the amount billed in such statement, and if said overcharge shall have been paid, and Buyer shall have made a claim therefore, the overcharge, if verified, shall be refunded within thirty (30) days. If Seller shall find at any time within twenty-four (24) months after the date of any statement rendered by it that there has been an undercharge in the amount billed in such statement, it may submit a statement for such undercharge and Buyer, upon verifying same, shall pay such amount within thirty (30) days.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer A. How much will render it cost to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according have Energy supplied to the instructions set forth Site(s)? The Energy Charge that you must pay for the provision of Energy to the Site(s) will depend on the Energy Plan that you have selected as confirmed in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gathereryour Energy Plan Confirmation. In addition to the Energy Charge (which may include a Service Fee), other charges may also apply (namely, (a) the Administration Charge, (b) any Late Payment Charge, (c) all Third Party Charges, (d) UFE & LL Charges, (e) AESO Settlement Charges, and (f) the Green Premium (as applicable)). Please note that the portion of your invoice related to the consumption of Energy at the Site(s) is based on both: (a) your metered (i.e. actual) Energy consumption; and (b) estimates of your Energy consumption that the Distribution Company may make. Therefore, your Energy Charge may be adjusted periodically to reflect any differences between your actual and estimated Energy consumption. B. How often will I be invoiced? Upon the Start Date, ATCO will provide you with an invoice on a monthly basis; however, our ability to do so will depend upon the Distribution Company providing us with your billing information in a timely manner. Your invoice will include the Energy Charge (which may include a Service Fee), and potentially various other remedies available to Gatherercharges set out in this Agreement (namely, should Owner fail (a) the Administration Charge, (b) any Late Payment Charge, (c) all Third Party Charges, (d) UFE & LL Charges, (e) AESO Settlement Charges, and (f) the Green Premium (as applicable)). You agree that we may provide you with one (1) invoice for amounts owing under: (a) this Agreement; and (b) any other agreement that ATCO may have with you for the supply of electricity, natural gas, or both. C. By when do I have to pay an invoice? You must pay all amounts by the due date indicated on an invoice in full by using any of the payment methods stated on it. This will apply even if you do not receive your invoice on time, or at all, for any reason, including an interruption in postal service or a situation where we do not have your correct Contact Information. D. What happens if I am late making a payment? Please make sure you pay on time. If we do not receive your payment in full by the due date specified on your invoice, you will be charged and must pay interest at the rate of 2.25% per month (27% APR) (a “Late Payment Charge”) on all overdue amounts calculated monthly from thirty (30) days after the date of the invoice until the date that payment is received in full. Returned payments from financial or lending institutions for insufficient funds or any other reason will result in a charge to you of $50.00 or such higher amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and as is charged by the Citibankapplicable financial or lending institution with respect to such returned payment. You will be responsible for all legal and collection fees (including fees paid to our legal counsel) that we may incur from trying to collect any amounts owing under any invoice(s). E. What should I do if I have a question about my invoice? We ask that you bring any questions, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate discrepancies or disputes about your invoice to be made on the same Day ATCO’s attention as any change in such prime rate, for any period during which the same shall be overdue, such interest to soon as possible. Your invoice must be paid when in full by the due date while any such questions, discrepancies or disputes are being addressed by ATCO. F. Can I get a refund? Any overpayment that is made to your invoice will be applied to your next invoice. If, after the Term all amounts owed by you have been paid under this Agreement and any other agreement between you and ATCO, there is a credit balance of $5.00 or more on your account, you will be issued a cheque in the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party credit balance. If the credit balance is less than $5.00, any such amount will not be refunded to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeyou.

Billing and Payment. On or before Within 15 days following the fifteenth (15th) Day Manager’s submission of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according an invoice to the instructions set forth in managing member (if such Holding Company is managed by a managing member) or the applicable statement or invoicemembers (if such Holding Company is member managed) the full amount payable according to such statement on or before ten of any Holding Company reflecting (10i) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to any Holding Company, any expenses due and payable by such Holding Company (and including invoices and other material identifying and substantiating, in reasonable detail, the nature of such expenses and the basis for reimbursement thereof), and (ii) with respect to Milford Wind, the monthly portion of the Management Fee due and payable by Milford Wind (and including invoices and other material identifying and substantiating, in reasonable detail, the nature of such costs and the basis for reimbursement): (a) The managing member (if the Holding Company is managed by a Month managing member) or members (if the Holding Company is member managed) of each Holding Company shall approve such payment to the Manager of the (i) expenses and (ii) with respect to Milford Wind, the portion of the Management Fee specified in such invoice, less any portion of such expenses and with respect to Milford Wind, the Management Fee that is disputed in good faith by a member, provided that any invoiced amount incurred in accordance with an Approved Budget shall be determined to deemed approved by the managing member (if such Holding Company is managed by a managing member) or the members (if such Holding Company is member managed) of the applicable Holding Company and shall be at variance with paid by the estimated quantity theretofore made managing member (if such Holding Company is managed by a managing member) or the basis members (if such Holding Company is member managed) of billing and payment hereunder. Owner shall, such Holding Company unless the managing member (if requested such Holding Company is managed by Gatherer for a managing member) or the members (if such Holding Company is member managed) of such Holding Company shall dispute in good and reasonable cause at any time during the term of this Agreement, provide Gatherer with faith such payment securities as may be acceptable for reasons unrelated to Gatherer. In the event Owner fails Approved Budget. (b) The Parties shall attempt to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer resolve any such disputed portion in accordance with ARTICLE VI and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when owed that remains unpaid more than 10 days after the same becomes due, interest date such amount is due and payable under this Agreement shall accrue thereon interest at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made Reference Rate beginning on the same Day as any change in 1st day after such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past became due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madepayable.

Billing and Payment. On (a) Seller shall send a billing statement to Buyer on or before the fifteenth tenth (15th10th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at day after the end of each Billing Cycle. If any net amount is due to Seller pursuant to any such billing statement, Buyer shall pay such amount to Seller by the current Month. Owner agrees to pay Gatherer by wire transfer later of (according to the instructions set forth in the applicable statement or invoicei) the full amount payable according to such statement on or before ten (10) Business Days following after receipt of such billing statement, or (ii) the receipt thereof by Owner. In 20th day of the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance month in which the billing statement was received. If any net amount is due to Buyer pursuant to any such billing statement, Seller shall pay such amount to Buyer by the later of (i) ten (10) Business Days after receipt of such billing statement, or (ii) the 20th day of the month in which the billing statement was received. The billing statement shall show the kilowatt-hours of Delivered Energy for such Billing Cycle; the amounts due Seller for that Billing Cycle in respect of (i) the Capacity Payment and the Energy Payment, and (ii) any other amounts due to Seller hereunder; the amounts due Buyer for that Billing Cycle in respect of (iii) the Peak Adjustment Payment, and (iv) any other amounts due to Buyer hereunder; and the data reasonably pertinent to the calculation of the payments due to Seller or Buyer. If meter readings cannot be made during such Billing Cycle (or any portion thereof), the Buyer shall estimate deliveries to it for such period, tender payment accordingly, and make an adjustment for actual quantity received or delivered hereunder with respect to a Month purchases in the next Billing Cycle's statement. For purposes of billing for Replacement Capacity and Replacement Energy, the Capacity of the resources providing Replacement Capacity and Replacement Energy shall be determined in accordance with Module E of the MISO Tariff, such determination to be at variance submitted by Seller and Buyer and the Schedule(s) submitted in accordance with Section 2.4 to determine the estimated quantity theretofore made amount of Replacement Capacity and Replacement Energy supplied and delivered to Buyer. Any amounts not paid by the basis of billing due date shall be deemed delinquent and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon interest at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdueDefault Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid when in full. (b) In the event of a dispute as to the amount past of any xxxx, the disputing Party shall notify the other Party of the amount in dispute and Buyer or Seller, as applicable, shall pay to the other Party the undisputed portion of the xxxx on or prior to the due date therefor, as identified in Section 5.2(a). Buyer or Seller, as applicable, shall pay, with an interest charge computed at the Default Interest Rate, from and including the date payment was due to but excluding the date payment is paidmade, any portion of the disputed amount ultimately found to be proper. Each party hereto In the event of a refund, Buyer or its representative Seller, as applicable, shall pay, with an interest charge computed at the Default Interest Rate, from and including the date the disputed payment was made to but excluding the date the refund payment is made, any refund amount ultimately found to be due to the other Party. (c) Neither the Buyer nor Seller shall have the right at all reasonable times to examine the books and records challenge any billing statement rendered or received hereunder after a period of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madefrom the date such statement was rendered. In the event that any such billing statement depends in whole or in part upon estimated data, this two (2) year limitation period shall be deemed to begin on the first day of the Billing Cycle in which such estimated data is adjusted to actual.

Billing and Payment. On (a) Seller shall send a billing statement to Buyer on or before the tenth (10th) day after the end of each Billing Cycle. If any net amount is due to Seller with respect to any such billing statement, Buyer shall pay such amount to Seller within ten (10) days after receipt of such billing statement. If any net amount is due to Buyer with respect to any such billing statement, Seller shall pay such amount to Buyer on or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at day after the end of such Billing Cycle. The billing statement shall show (i) the current Month. Owner agrees megawatt-hours of Delivered Energy for such Billing Cycle as Scheduled by the Seller and confirmed by the Buyer pursuant to pay Gatherer by wire transfer Exhibit H; (according ii) the amounts due Seller for that Billing Cycle in respect of (A) the Delivered Energy Payment and (B) any other amounts due to Seller hereunder; (iii) the amounts due Buyer for that Billing Cycle in respect of (A) the Peak Adjustment Payment, if applicable, (unless Buyer makes the election provided for in Exhibit G) and (B) any other amounts due to Buyer hereunder; and (iv) the data reasonably pertinent to the instructions set forth in calculation of the applicable statement payments due to Seller or invoice) Buyer. For purposes of billing for Replacement Capacity and Replacement Energy, the full amount payable according to such statement on or before ten (10) Days following Capacity of the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner resources providing Replacement Capacity and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month Replacement Energy shall be determined in accordance with Module E, such determination to be at variance submitted by Seller to Buyer in accordance with the estimated quantity theretofore made the basis of billing Section 2.4. Any amounts due and payment hereunder. Owner shall, if requested by Gatherer for good payable and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged not paid by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than due date will be deemed delinquent and will accrue interest at the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overduePrime Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid when in full. (b) In the event of a dispute as to the amount past of any xxxx, the disputing Party shall notify the other Party of the amount in dispute and Buyer or Seller, as applicable, shall pay to the other Party the undisputed portion of the xxxx on or prior to the due date therefor, as identified in Section 7.1(a). Buyer or Seller, as applicable, shall pay, with an interest charge computed at the Prime Rate, from and including the date payment was due to but excluding the date payment is paidmade, any portion of the disputed amount ultimately found to be proper. Each party hereto In the event of a refund, Buyer or its representative Seller, as applicable, shall pay, with an interest charge computed at the Prime Rate, from and including the date the disputed payment was made to but excluding the date the refund payment is made, any refund amount ultimately found to be due to the other Party. (c) Neither the Buyer nor Seller shall have the right at all reasonable times to examine the books and records challenge any billing statement rendered or received hereunder after a period of the other party to the extent necessary to verify the accuracy longer of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within (A) two (2) years from the date such statement was rendered or (B) ten (10) days after payment thereof has been madethe last MISO settlement statement for the last Operating Day included in the billing statement. In the event that any such billing statement depends in whole or in part upon estimated data, this two (2) year limitation period shall be deemed to begin on the first day of the Billing Cycle in which such estimated data is adjusted to actual. (d) Each Party reserves to itself all rights, setoffs, counterclaims, recoupment, combination of accounts, liens and other remedies, rights and defenses which

Billing and Payment. On (a) Buyer shall promptly pay any bills and invoices that it receives from Seller or before its Affiliates for Services provided under this Agreement, subject to receiving, if requested, any appropriate support documentation for such bills and invoices. Such charges shall be billed within five (5) business days of the fifteenth (15th) Day end of each calendar month. Unless otherwise provided herein or on Annex A, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement Buyer shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer all invoices by wire transfer (according to of immediately available funds in accordance with the instructions set forth provided by Seller or any of its Affiliates (in writing to Buyer), as applicable, not later than thirty (30) days following receipt by Buyer of Seller’s or any of its Affiliates’ invoice. Buyer shall not offset any amounts owing to it by Seller or any of Seller’s Affiliates against amounts payable by Buyer hereunder or under any other agreement or arrangement. Should Buyer dispute any portion of any invoice, Buyer shall promptly notify Seller in writing of the applicable statement or invoicenature and basis of the dispute. (b) If Buyer fails to pay the full amount payable according to of any invoice within thirty (30) days after the relevant payment date, such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements failure shall be rendered considered a material breach of this Agreement (except to the extent of any invoiced amounts reasonably disputed by Gatherer to Owner Buyer in good faith and paid by Owner or refunded or credited by Gatherer, as the case may be, of which dispute Buyer has notified Seller in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance accordance with the estimated quantity theretofore made the basis requirements of billing this Agreement) and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term aggregate amount of such overdue unpaid invoices (except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith) exceeds $250,000, Seller may, without liability, suspend its obligations hereunder to provide any and all of the Services to Buyer until such time as such invoices have been paid in full (except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith and of which dispute Buyer has notified Seller in accordance with the requirements of this Agreement). The remedy provided to Seller by this Section 6(b) shall be without limitation of any other applicable provisions of this Agreement, including Sections 6(d) and 7. (c) All charges and fees to be paid by Buyer to Seller and its Affiliates under this Agreement are exclusive of any applicable taxes required by law to be collected from Buyer (including withholding, sales, use, excise or services taxes, which may be assessed on the provision of the Services hereunder). If a withholding, sales, use, excise or services tax is assessed on the provision of any of the Services provided under this Agreement, Buyer shall pay directly, reimburse or indemnify Seller and its Affiliates for such tax. The parties shall cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide Gatherer with and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by the other party. (d) All payments required to be made pursuant to this Agreement shall bear interest from and including the date five (5) days after such payment securities as may be acceptable is due to Gatherer. In but excluding the event Owner fails to promptly provide date of payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a an annual rate equal to the prime average daily one-month LIBOR rate from time to time in effect and charged by during the Citibank, N.A., New York, New Yorkperiod, plus two percent (2%) per annum150 basis points, (but in no event greater than from the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, date such interest begins to be paid when accrue to the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party payment date (except to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to invoiced amounts reasonably disputed by Buyer in good faith in accordance with this Agreement. Any statement , in which case no late fee shall be final payable by Buyer in respect of any portion of such disputed amount resolved in Buyer’s favor). Such interest shall be payable at the same time as the payment to all parties unless questioned within two which it relates and shall be calculated on the basis of the number of days (2excluding the payment date) years after by which the payment thereof has been madedate follows the date such payment is due.

Billing and Payment. On or before a) You must pay all Fees for the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, Services in terms of Mcf's accordance with the rates and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall currency set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth out in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by OwnerOrder(s). In the event such quantities are estimated Other than where expressly provided for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of under this Agreement, provide Gatherer all Fees are non-refundable, non-cancellable and non- creditable. b) Unless otherwise set out in the relevant Order, you will be billed the Fees in accordance with such the Order as follows: i. for Subscription Services, you must elect one of the following billing cycle options: • a Monthly Plan, in which case you will be billed the applicable Fees monthly; or • an Annual Plan, in which case you will be billed the applicable Fees annually; or ii. for Services other than Subscription Services, you will be billed the applicable Fees in accordance with the payment securities as milestones specified in your Order, or if none are specified, in advance upon submitting the relevant Order. Services other than Subscription Services may be acceptable charged on a “fixed-fee” or “time and materials” basis, as specified in the relevant Order. c) If you add End Users during your Subscription Term or exceed any limit on End Users specified in the relevant Order, you will be billed the applicable Fees for the increased number of End Users at the then-current rates or as otherwise set out in the applicable Order(s) for the remainder of the then-current Subscription Term. d) Your Order, and any other amounts owing to GathererEdApp will be billed using one of the following methods (as specified in your Order): i. by direct debit of your credit card or debit card (Direct Debit), in which case you authorise EdApp to debit you in the month after the commencement of the monthly billing cycle; ii. In by issuing an invoice in accordance with the event Owner fails to promptly provide billing cycle or payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherermilestones specified in your Order (Invoiced Payments). In addition to all other remedies available to Gatherer, should Owner fail to You must pay any amount when Invoiced Payment within thirty (30) calendar days after the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged date of invoice; or iii. by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate such other forms of interest permitted by law) with adjustments in such rate to be made payment that EdApp makes available on the same Day as Site, which may be subject to additional terms and conditions. e) If you dispute any change invoice or charge that XxXxx has billed you (acting reasonably and in such prime rate, good faith) you must notify EdApp of the dispute without unreasonable delay. f) You are responsible for any period during which duties, customs fees, or taxes (other than our income tax) associated with the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records supply of the Services or any other party goods or services provided by us to you, including any VAT, GST or other applicable sales tax, and any related penalties or interest (Taxes), and you will pay us for the extent necessary Services without any withholding for Taxes. If we are required to verify collect or pay Taxes, the accuracy of Taxes will be invoiced to you. You must provide us with any statementinformation that we reasonably request to determine whether we are obliged to collect Taxes from you, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeincluding your relevant Tax identification number.

Billing and Payment. On Following the release of such escrow funds, the payment terms and invoicing procedures set forth in Section 7.1(b) of the Coke Purchase Agreement shall be implemented by Ispat Inland and IHCC with respect to the Coke Purchase Agreement and the Letter Agreement, and the payment terms and invoicing procedures set forth in Section 7.1(a) of the Coke Purchase Agreement thereafter shall have no further force or before effect with respect to coke sales not previously invoiced pursuant to the Coke Purchase Agreement and the Letter Agreement. In order to implement such payment terms and invoicing procedures, outstanding invoices for coke sales made pursuant to the Coke Purchase Agreement and the Letter Agreement as of the date such escrow funds are released shall be paid by Ispat Inland within three (3) business days thereafter. Moreover, if such escrow funds are released after the fifteenth (15th) Day day of each calendar the applicable month, Gatherer will render then (for that month only) on the date of such release IHCC shall transmit to Owner Ispat Inland a statement setting forthprovisional invoice for the amount of coke purchased by Ispat Inland during such month, and such amount shall be due and payable in terms immediately available funds on the last business day of Mcf's and MMBtu'sthe month during which such provisional invoice is transmitted to Ispat Inland, or three (3) business days after receipt of such provisional invoice, whichever is later. Final adjustments to such provisional invoice shall be made in accordance with Section 7.1(b) of the Coke Purchase Agreement. In addition, the total quantity of Gas received hereunder as measured at procedures by which Ispat Inland is paid for the Measurement Point and Inland Services it provides under the Equivalent Quantities of Gas delivered hereunder at Services Agreement shall be modified so that the Delivery Point(s) during payment for Inland Services provided by Ispat Inland in any month continues to be offset against the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end cost of the current MonthCoke purchased by Ispat Inland in such month. Owner agrees A provisional charge for such services, which shall be based upon Ispat Inland’s good faith estimate of the payment due by IHCC to pay Gatherer Ispat Inland under the Services Agreement, shall be made in connection with the provisional invoice submitted by wire transfer (according IHCC to Ispat Inland for the instructions applicable month in accordance with Section 7.1(b) of the Coke Purchase Agreement. Final adjustments to such provisional charge, which shall be based upon actual charges for such services payable by IHCC to Ispat Inland in accordance with the Services Agreement less the estimated charges set forth in the applicable statement or provisional invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer made contemporaneously with Inland’s submission to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records IHCC of the other party to provisional charge for the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madefollowing month.

Billing and Payment. On (a) Within fifteen (15) calendar days after the end of each month, Ensign will invoice CareTrust for the applicable Service Costs on a monthly basis, in arrears, for the prior month just ended. The invoice shall set forth in reasonable detail for the period covered by such invoice (i) the Services rendered, (ii) the Service Costs for each type of Service provided and (iii) such additional information as may be reasonably requested by CareTrust. (b) CareTrust agrees to pay all of the Service Costs on or before thirty (30) calendar days after the date on which an invoice for Service Costs is delivered to CareTrust (the “Payment Date”) by check or wire transfer of immediately available funds to an account designated in writing from time to time by Ensign. If CareTrust fails to pay any monthly payment on or before the fifteenth (15th) Day of each calendar monthPayment Date, Gatherer will render CareTrust shall be obligated to Owner a statement setting forthpay, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and addition to the amount payable therefordue pursuant to such invoice, interest on such amount at a rate per annum equal to 5% (“Additional Interest”). AdditionallyUnless otherwise agreed in writing between the Parties, all payments made pursuant to this Agreement shall be made in U.S. dollars. (c) Notwithstanding the foregoing, if CareTrust in good faith disputes any invoiced charge, payment of such statement charge shall set forth the cumulative imbalance existing at the end be made only after mutual resolution of the current Monthsuch dispute. Owner CareTrust agrees to pay Gatherer by wire transfer (according to notify Ensign promptly, and in no event later than the instructions set forth relevant Payment Date, of any disputed charge. Additional Interest shall not accrue on any amount in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any perioddispute, corrected statements and no default shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as alleged until after the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during relevant Payment Date. (d) During the term of this Agreement, each Party shall keep such books, records and accounts as are reasonably necessary to verify the calculation of the fees and related expense for Services provided hereunder. Ensign shall provide Gatherer with such payment securities documentation supporting any amounts invoiced pursuant to this Section 3.3 as CareTrust may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paidreasonably request. Each party hereto or its representative CareTrust shall have the right to review such books, records and accounts at all any time during normal business hours upon reasonable times written notice, and CareTrust agrees to examine the books and records of the other party conduct any such review in a manner so as not to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeunreasonably interfere with Ensign’s normal business operations.

Billing and Payment. On or before (a) TNB shall read the fifteenth Net Meter on a monthly basis for the measurement of the Import Energy and the Export Energy to determine the Supplied Amount and the Generated Amount respectively. The calculation of the Supplied Amount and the Generated Amount shall be based on the guidelines as may be issued by the Suruhanjaya Tenaga. For the avoidance of doubt, if the Export Energy in any Billing Period exceeds the Maximum Allowable Quantity, then the Export Energy shall be capped at the Maximum Allowable Quantity for the purposes of determining the Generated Amount. (15thb) Day of each calendar monthIf, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu'sduring any relevant Billing Period, the total quantity Supplied Amount exceeds the Generated Amount, then the Consumer shall be billed for an amount (in RM) equal to the difference between (i) the sum of Gas received hereunder as measured at the Measurement Point Supplied Amount and the Equivalent Quantities of Gas delivered hereunder at appropriate charges and taxes and (ii) the Delivery Point(s) during the immediately preceding Month Generated Amount and the amount payable thereforappropriate taxes. AdditionallyThe bills rendered by TNB to the Consumer shall be paid by the Consumer within the stipulated period. (c) If, during any relevant Billing Period, the Generated Amount exceeds the Supplied Amount, the difference between the Generated Amount and the Supplied Amount in such statement Billing Period shall set forth be adjusted to zero without any compensation to the cumulative imbalance existing at Consumer. Notwithstanding the above, the Consumer shall pay any appropriate taxes and charges (if any). (d) At the end of each Billing Period or upon the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherertermination of this Contract, as the case may be, : (i) any remaining amount as described in each instance in which the actual quantity received or delivered hereunder with respect to a Month Clause 22(b) above shall be determined billed and paid by the Consumer in accordance with Clause 22(b); and (ii) the difference between the Generated Amount and the Supplied Amount as described in Clause 22(c) above which may be subsisting at the end of such Billing Period or upon the termination of this Contract shall be adjusted to be at variance with zero without any compensation to the estimated quantity theretofore made Consumer. For the basis avoidance of billing and payment hereunder. Owner shalldoubt, if requested by Gatherer for good this Contract is terminated prior to the end of a Billing Period, the difference between the Generated Amount and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities Supplied Amount as described in Clause 22(c) above which may be acceptable subsisting shall be adjusted to Gatherer. In zero without any compensation to the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. Consumer. (e) In addition to all other remedies available to Gatherer, should Owner fail to pay the total payable amount as stated in any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, monthly bill for any period during which Billing Period as described under Clause 22(b) and Clause 22(c), the same shall Consumer may be overdueimposed with a grid fixed charge and the appropriate taxes as provided in this Contract, such interest to be paid when the amount past due is paid. Each party hereto or its representative if any. (f) Notwithstanding anything hereinbefore mentioned, TNB shall have the right to impose the NEM Monthly Minimum Charge in the event the monthly total charge for the difference between the Import Energy and the Export Energy is less than the stipulated amount in the Tariff Book. (g) TNB shall have the right to impose or levy a surcharge at the rate as prescribed under the Act on the outstanding amount calculated until the date of full payment. (h) The Consumer shall be liable for electricity bills issued by TNB including any unpaid amount insofar as the account is registered under the Consumer’s name regardless of any consumption of electricity by any third party. (i) The Consumer shall be responsible to repay the amount in the bills rendered by TNB including any other relevant charges for any invalid payment made by the Consumer such as false credit card, bounced cheque and any other invalid payment. (j) In the event the Consumer fails to make payments as required under this Clause 22, TNB shall have the right to disconnect the Renewable Energy System from TNB’s system and/or the supply of electricity to the Premises or any other premises which is registered under the Consumer’s name. (k) The Consumer shall be liable for any arrears of electricity bill and/or loss suffered by TNB by reason of dishonest consumption of electricity supply in all reasonable times to examine circumstances in accordance with the books and records provisions of the other party Act. (l) TNB shall have the right to make adjustment and update of Consumer’s account whenever necessary. (m) TNB shall be entitled to set off any amount due to it under this Contract against any sums due and payable to the extent necessary to verify Consumer under the accuracy terms of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeContract.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer Houston will render to Owner Shipper a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point Receipt Points and the Equivalent Quantities quantity of Gas delivered hereunder at the Delivery Point(s) Points during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the previous Month's Metering Fee(s) due, if applicable, together with the previous Month's Scheduling Deviation and the applicable Scheduling Fee due, any Excess Imbalance existing and the applicable Imbalance Fee due, and the cumulative imbalance existing at the end of the current Month. Owner Shipper agrees to pay Gatherer Houston by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by OwnerShipper. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer Houston to Owner Shipper and paid by Owner Shipper or refunded or credited by GathererHouston, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner Shipper shall, if requested by Gatherer for good and reasonable cause Houston at any time during the term of this Agreement, provide Gatherer Houston with such payment securities as may be acceptable to GathererHouston. In the event Owner Shipper fails to promptly provide payment securities acceptable to Gatherer Houston when requested by GathererHouston, Gatherer Houston and Owner Shipper agree that Gatherer Houston may suspend its performance hereunder until such time as Owner Shipper furnishes acceptable payment securities to GathererHouston. In addition to all other remedies available to GathererHouston, should Owner Shipper fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative represen­tative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On or before the fifteenth 15th calendar day of each month of the Contract Term, following the Initial Delivery Date, Seller shall invoice Buyer, in arrears, for all amounts due from Buyer to Seller under this Agreement, including, as applicable, the MFP, MVP, Start-Up Payment, Gas Reimbursements, Additional Test Costs, Governmental Charges Payment, less Third Party Payments. On or before the 15th calendar day of each month of the Contract Term, following the Expected Initial Delivery Date, Buyer shall invoice Seller, in arrears, for all amounts due from Seller to Buyer (15thor credited by Buyer to Seller) Day under this Agreement, including, as applicable, Delay Damages, Gas Reimbursements, Carbon Dioxide Emissions Payments, Additional Gas Payments, Gas True-Up Payments, OFO Charges, Ancillary Service Charges and Deviation Charges, including those CAISO charges which have been charged to Buyer and not previously invoiced to Seller for which Seller is responsible for paying to Buyer pursuant to this Agreement, Failed Start Penalty, Forced Outage Compensation and Governmental Charges Payment. For the avoidance of doubt, Settlement Data from the CAISO for the Units shall be used to represent Buyer’s Schedule, as applicable, in all payment calculations performed pursuant to this Section 6.1. If Seller does not have access to this data, Buyer shall provide Seller with such data no later than five (5) Business Days after the close of each calendar month, Gatherer will render to Owner a statement setting forth. If, in terms of Mcf's and MMBtu'sany Settlement Interval, Settlement Data is unavailable, the total quantity Parties shall base Buyer’s Schedule for that Settlement Interval, if applicable, on (i) any oral or electronic record of Gas received hereunder as measured at dispatch instructions from Buyer or the Measurement Point CAISO, or if (i) is not available, then Buyer’s Schedule shall be based on (ii) ADS dispatch instructions, or if both (i) and (ii) are also not available, then Buyer’s Schedule shall be based on (iii) Delivered Energy for the Equivalent Quantities of Gas delivered hereunder at Units. In each case, invoices shall include amounts accrued under this Agreement in the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionallymonth, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according provided that to the instructions set forth extent the determination of amounts due under this Agreement are based on invoices rendered by the CAISO, Gas pipelines, LDCs, or Governmental Authorities in the applicable statement or invoice) preceding month, the full amount payable according Parties acknowledge and agree that such amounts may relate to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gathererprior calendar months, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate adjusted from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madetime.

Billing and Payment. (a) At all times after the satisfaction of the conditions set forth in Section 7(b), Purchaser shall provide Seller with the information and authorization necessary to withdraw funds to pay invoices under this Agreement from a Payment Account. On or before the fifteenth fifth (15th5th) Day day of each calendar month, Gatherer will render Seller shall provide Purchaser an invoice for Electric Power delivered to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) Purchaser during the immediately preceding Month previous calendar month and the amount for any other charges due and payable therefor. Additionally, such statement to Seller under this Agreement. (b) Purchaser shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before each invoice within ten (10) Days following days after receipt thereof. Such payment shall be made by Seller's authorized withdrawal from the receipt thereof by OwnerPayment Account, or in such other manner as may be satisfactory to Seller in its sole judgment. In the event Purchaser disputes any element of an invoice, it shall provide Seller with a written statement explaining in reasonable detail the basis for such quantities are estimated for dispute. If Seller disagrees with Purchaser, the provisions of Section 18 shall apply. If Seller agrees with Purchaser, Seller will promptly submit to Purchaser an amended and corrected invoice together with a refund of any overpayment previously received, together with interest calculated at the Interest Rate. (c) Except as provided in Section 5(c), notice of any dispute with respect to any invoice shall be made within sixty (60) days of Purchaser's receipt of such invoice. If Purchaser fails to dispute an invoice within such sixty (60) day period, corrected statements it shall thereafter be rendered precluded from disputing said invoice. (d) If Purchaser shall fail to make any payment required by Gatherer to Owner and paid this Agreement when due, including disputed portions of invoices, or if Purchaser makes an overpayment requiring a refund by Owner Seller, the amount unpaid or refunded or credited by Gathereroverpaid, as the case may be, in each instance in which shall bear interest at the actual quantity received Interest Rate from the date first due or delivered hereunder with respect to the date such overpayment was received, as the case may be, until the obligation is discharged. If the due date of any payment falls on a Month Sunday or bank holiday, the next business day following the due date shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and last day on which payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to can be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records without assessment of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeinterest.

Billing and Payment. On (a) Buyer shall promptly pay Seller's invoices and other amounts due under this Agreement. Seller will provide reasonable additional information requested by Buyer in writing supporting Seller's invoices. Unless otherwise provided herein or before the fifteenth (15th) Day of each calendar monthdirected otherwise by Seller, Gatherer will render to Owner a statement setting forthBuyer shall pay all invoices or other amounts due, as applicable, in terms the case of Mcfinvoices, not later than fifteen (15) days following receipt by Buyer of Seller's invoice, or, in the case of other amounts, on the due date. Buyer shall not be entitled to offset any amounts owing to it by Saks or any of Saks' Affiliates or Seller or any of Seller's Affiliates against amounts payable by Buyer hereunder or under any other agreement or arrangement. Should Buyer reasonably and MMBtu'sin good faith dispute any portion of an invoice, Buyer shall pay the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end undisputed portion of the current Monthinvoice in accordance with this Section 4(a) and promptly notify Seller in writing of the nature and basis of the dispute. (b) All charges and fees to be paid by Buyer to Seller under this Agreement are exclusive of any applicable taxes required by law to be collected from Buyer (including withholding, sales, use, excise or services taxes, which may be assessed on the provision of any services hereunder). Owner agrees If a withholding, sales, use, excise or services tax is assessed on the delivery or sale of Saks Sourced Products or the provision of any other services under this Agreement, Buyer shall pay directly, reimburse or indemnify Seller and its Affiliates for such tax. The parties shall cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by the other party; provided that if any such tax is assessed against Seller by Saks, Buyer shall be obligated to pay Gatherer by wire transfer directly, reimburse or indemnify Seller and its Affiliates for such tax. (according c) All payments required to the instructions set forth in the applicable statement or invoicebe made pursuant to this Agreement shall bear interest from and including: (i) the full amount payable according to such statement on or before date ten (10) Days days following receipt by Buyer of Seller's invoice for undisputed invoiced amounts (but only in cases in which Buyer has not paid within ten (10) days following receipt by Buyer of Seller's invoice); or (ii) the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer due date with respect to Owner and paid by Owner or refunded or credited by Gatherer, as the case may beother amounts, in each instance in which case to but excluding the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis date of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two one percent (21%) per annummonth, (but in no event greater than or such higher rate as Saks or Seller may be obligated to pay to an owner or licensor under a license agreement for a Third Party Brand, or to a Vendor under an applicable agreement or purchase order. Such interest shall be payable at the maximum rate of interest permitted by law) with adjustments in such rate same time as the payment to which it relates is made and shall be made calculated on the same Day as any change in such prime rate, for any period during basis of the number of days (excluding the payment date) by which the same shall be overdue, payment date follows the date such interest to be paid when the amount past due payment is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madedue.

Billing and Payment. On (a) The Credit Agent shall on or before the fifteenth (15th) 5th Business Day of each calendar month deliver to the Company billings for interest due and payable. On or beforx xxx 00th Business Day of each month, Gatherer will render the Company shall pay to Owner a statement setting forth, in terms the Credit Agent the full amount of Mcf's interest and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during fees billed for the immediately preceding Month month. (b) All payments made on account of the Obligations shall be made by the Company to the Credit Agent for distribution to the Lenders, except for Balance Deficiency Fees, which shall be made directly to the applicable Lender, and fees payable to the amount Credit Agent or the Collateral Agent for its own account. All payments made on account of the Obligations shall be made without setoff or counterclaim, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority, and must be received by the Credit Agent by 12:00 noon on the day of payment, it being expressly agreed and understood that if a payment is received after 12:00 noon by the Credit Agent such payment will be considered to have been made on the next succeeding Business Day and interest thereon shall be payable therefor. Additionally, such statement shall set forth by the cumulative imbalance existing Company at the end then applicable rate during such extension. No principal payments resulting from the sale of Pledged Mortgages or Pledged Securities shall be deemed to have been received by the Credit Agent until the Collateral Agent has also received the Notice required under Section 2.7 (g) hereof. All payments shall be made in lawful money of the current MonthUnited States of America in immediately available funds transferred via wire to accounts designated by the Credit Agent from time to time. Owner agrees If any payment required to pay Gatherer be made by the Company hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest shall be payable on Advances so extended at the then applicable rate during such extension. (c) All amounts received by Credit Agent on account of the Obligations (except amounts received in respect of fees or expenses payable hereunder to the Credit Agent or the Collateral Agent for their own accounts or amounts payable to the Swingline Lender for Swingline Advances) shall be disbursed to the Lenders by wire transfer (according to on the instructions set forth in date of receipt if received by Credit Agent by the applicable statement deadlines for payment thereof as specified in Section 2.13(b) hereof, or invoice) if received later, by 12:00 noon on the full amount next succeeding Business Day, without any interest payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeCredit Agent thereon.

Billing and Payment. On or before 8.1. SELLERS shall nominate its authorized representatives who shall raise invoice(s) for crude oil supplied as well as receive payment from BUYER and similarly the fifteenth BUYER shall nominate the authorized representative who shall receive the invoice from SELLERS and make payments to SELLERS. 8.2. SELLERS shall raise the invoices separately for each of the seller’s portion, on BUYER for the quantity (15thin Barrels and in Metric Tons) Day of each calendar month, Gatherer will render net dry Crude Oil received by BUYER at the CUSTODY TRANSFER POINT as per certificate for the quantity loaded in marine tanker of BUYER. The invoice shall be sent to Owner a statement setting forth, in terms of Mcf's and MMBtu'sthe BUYER not later than 5 working days prior to the due date. 8.3. For all deliveries through Ocean Tankers, the total quantity Due Date for payment shall be 30 days from the bill of Gas received hereunder lading date. B/L date to be considered as measured at day zero. 8.4. It is recognized that all the Measurement Point and pricing inputs (as referred in Annexure - II) applicable for the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) crude oil supplies, made during the immediately preceding Month and the amount payable therefor. Additionally, such statement any particular Billing Period shall set forth the cumulative imbalance existing at be available only after the end of the current Monthmonth. Owner agrees to pay Gatherer by wire transfer Hence the invoicing and the payment methodology shall be as under: (according to a) Provisional invoice for the instructions set forth in tanker shall be raised considering the pricing inputs applicable statement or invoicefor the previous month. Subsequently, supplementary invoice/ debit/ credit note shall be raised, immediately upon the availability of all the actual inputs. (b) BUYER shall ensure payment based on the full amount payable according to such statement actual applicable inputs, if the same are available on or before ten (10) Days the above mentioned payment due dates provided supplementary debit/ credit note is issued by Seller before the payment due date. In case actual inputs are not available or Seller has not provided the supplementary debit/credit note on or before the payment due dates, the BUYER shall release the payment on the due date, based on the provisional invoices raised by the Seller and adjustments, if any shall be made immediately within 5 working days upon the availability of all the actual inputs and after issuance of debit/credit note by the Seller. 8.5. Commencing with the end of the Billing Period following the receipt thereof Delivery Commencement Date Seller shall submit to Buyer, not later than 5 working days prior to the Due Date: a) An Invoice setting out Seller's computation of the Amount Due for that Billing Period /shipment in accordance with this Agreement; b) A Supplementary Invoice, if any. c) In case Supplementary Invoice /Debit Note / Credit Note, if any raised less than 5 working days prior to the payment due dates, as specified in sub clauses Clause (a) and (b) above, payment for the Supplementary Invoice /Debit Note / Credit Note shall be made by Ownerthe Buyer or the Seller within 5 working days from the date of such Supplementary Invoice /Debit Note / Credit Note. 8.6. In the event such quantities are estimated for any periodof dispute regarding billing and payment, corrected statements Xxxxx agrees that all payments due hereunder shall be rendered by Gatherer to Owner paid in full, without any set off or deduction, and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined subsequently adjusted if so agreed by the Parties or, failing agreement within 90 days, the same shall be referred to be at variance with an Expert. Buyer shall not make any unilateral/ arbitrary deduction/adjustment on any account, other than for Crude oil supplies, from payments due for crude oil supplies. 8.7. BUYER shall arrange remittance of the estimated quantity theretofore made the basis of billing Amount Due for invoice and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when due on a Supplementary Invoice on or before the same becomes due, interest shall accrue thereon at a rate equal Due Date specified herein via electronic transfer/telegraphic transfer to the prime rate bank(s) and account(s) nominated from time to time by SELLER by notice. BUYER shall provide (by facsimile transmission/e-mail to a designated officer of SELLER) details of BUYER’s payment at the time of any such payment. The cost incurred in effect and charged arranging electronic or telegraphic transfers shall be borne by the CitibankBUYER. 8.8. On the Due Date if BUYER's banks are closed but SELLER’s banks are open, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than BUYER will arrange remittance on or before the maximum rate of interest permitted by law) with adjustments in such rate to Due Date. 8.9. If both BUYER's banks and SELLER’s banks are closed on the Due Date the payment will be made on the same Day as working day previous to the aforesaid Due Date. 8.10. If BUYER 's banks and SELLER’s banks are closed for two consecutive days or more, any change in such prime rate, for any period during which payment due on the same first day shall be overdue, such interest to be paid when made on the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party working day prior to the extent necessary to verify Due Date of payment and any payment due on the accuracy of any statement, charge, computation second day or demand made under or pursuant to this Agreement. Any statement following day shall be final made on the first working day following such closure. 8.11. In case of unscheduled closure of both BUYER and SELLER’s banks on the Due Date, the payment will be made on the following working day. 8.12. Notwithstanding anything contained in clause 8.8 to 8.11, in case payment Due Date falls on Saturday, payment shall be made on Friday whereas when payment Due Date falls on Sunday, payment shall be made on Monday. 8.13. Interest on overdue payments beyond the due date shall accrue as of and including the Due Date for payment and ending on but excluding the date of payment. Interest shall be calculated at State Bank of India (SBI) Yearly MCLR plus 4% for first 30 days and thereafter at SBI Base Rate plus 5% compounded each quarter. 8.14. Buyer shall provide Form “C” (wherever applicable) within the prescribed time limit. In case the Buyer fails to all parties unless questioned within two (2) years after payment thereof has been made.submit Form “C”, VAT at the prevailing rates along-with interest/ penalty, if any, would be payable by the Buyer

Billing and Payment. On or before a) All payments must be made in advance (“Prepay”) unless credit is approved. COMPANY shall be under no obligation to perform service under this ASA until Prepay is received. All Prepay amounts which are not credited against the fifteenth ADVERTISER’s account after six (15th6) Day months of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's receipt by the COMPANY shall be forfeited by the ADVERTISER and MMBtu's, become the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end property of the current MonthCOMPANY. Owner Prepay amounts will not be refunded to ADVERTISER once forfeited. b) If COMPANY agrees to pay Gatherer forgo Prepay by wire transfer (according ADVERTISER, payment terms are Net 15 from the date of receipt of invoice, unless otherwise agreed to the instructions set forth in on the applicable statement or invoiceIO. Invoices will be sent by email and/or U.S. postal mail on a monthly basis upon completion of the previous month’s delivery. Invoice will be considered received three (3) days after placement in U.S. mail and one (1) day after submission by electronic mail. All payments must be made in U.S. funds. Where payment is made by credit card, ADVERTISER expressly agrees not to charge back any amounts and will instead follow the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Ownerdispute resolution procedures as specified herein. In the event such quantities are estimated that ADVERTISER account becomes more than fifteen (15) days past due, ADVERTISER agrees that COMPANY may charge the total amount then due and owing to ADVERTISER's credit card account. c) Payments due to COMPANY shall be based on tracking counts or reports provided pursuant to Section 3. COMPANY shall not be responsible or liable for any periodtaxes (including fees and penalties) incurred by ADVERTISER as a result of this ASA. ADVERTISER will pay all applicable sales, corrected statements use or other taxes or duties, tariffs or the like, incurred by ADVERTISER as a result of this ASA (except for taxes on COMPANY’s income). ADVERTISER shall be rendered liable for all payments owed to COMPANY under this ASA and/or applicable Insertion Orders and shall make timely payments to COMPANY regardless of whether proceeds have cleared from a third party to ADVERTISER, or whether a third party has requested an offset or other credit. d) Any late payments will accrue interest equal to the lesser of one percent (1.0%) per month or the maximum amount allowable under law, compounded monthly. ADVERTISER will be charged $50 for payments by Gatherer check that are returned due to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month insufficient funds. COMPANY shall be determined entitled to recover all reasonable costs of collection (including agency fees, attorneys' fees, in-house counsel costs, expenses and costs) incurred in attempting to collect payment from ADVERTISER. e) In the event of a dispute between ADVERTISER and COMPANY regarding amounts due, ADVERTISER agrees that COMPANY's tracking count shall be applied. ADVERTISER understands and agrees that in no event, and under no circumstance, will data provided by any COMPANY representative constitute final billing numbers. Only invoices sent directly to ADVERTISER are to be at variance with construed as representative of billable amounts. ADVERTISER shall send written notice of dispute of invoice to Company within fifteen (15) days of the estimated quantity theretofore made date marked on the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gathererinvoice being disputed. In the event Owner fails that COMPANY does not receive a written notification of a disputed xxxx, with rationale and support therefore specifically set forth therein, within fifteen (15) days from the date of the invoice, such invoice will be deemed valid and payable and may not thereafter be disputed. ADVERTISER specifically agrees that this provision is reasonable and that COMPANY will rely upon this provision in making payments to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer third parties. f) The individual signing this ASA on behalf of the ADVERTISER (the “Guarantor”) guarantees and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail agrees to pay any amount when the same becomes dueand all indebtedness of any nature incurred by ADVERTISER to COMPANY. This guarantee shall be a continuing, interest unconditional, and irrevocable guarantee to repay and indemnify such indebtedness of ADVERTISER. Guarantor agrees that all rights, remedies, and recourses afforded to COMPANY by reason of this personal guarantee or otherwise are separate and cumulative and may be pursued separately, successively, or concurrently, as occasion therefore shall accrue thereon at a rate equal to the prime rate from time to time in effect arise, and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but are nonexclusive and shall in no way limit or prejudice any other legal or equitable right, remedy, or recourse that COMPANY may have. Guarantor hereby waives notice of default, non-payment, and notice thereof and consents to any modification or renewal of the ASA hereby guaranteed. This guarantee may be assigned by COMPANY to any person or entity taking assignment of the underlying debt, without notice to Guarantor, and shall be fully enforceable by said assignee. Guarantor further agrees to pay all costs, interest, and reasonable attorney’s fees incurred by COMPANY in collecting any amounts hereby guaranteed. In the event greater than the maximum rate that any of interest permitted this guarantee shall be construed by law) with adjustments in such rate a court of competent jurisdiction to be made on unlawful or unenforceable and if the same Day as any change in such prime rate, for any period during which offending provision can be reformed to effect the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records clear intention of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.Parties

Billing and Payment. 14.01 Transporter shall render its bill xx or before the first Day of each Month for the Reservation Charges due for service rendered hereunder during the preceding calendar Month. On or before the fifteenth (15th) Day 10th day of each calendar monthMonth, Gatherer will Transporter shall render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) its bill xxx any remaining charges for gas services rendered during the immediately preceding Month and calendar Month. Such bill shall include any Commodity Charges, Excess CFT Charges, any adjustments to the amount payable therefor. Additionally, such statement shall set forth charges billed on the cumulative imbalance existing at the end first day of the current Month. Owner agrees to pay Gatherer by wire transfer (according , and any penalties for unauthorized overruns applicable to the instructions set forth in Month for which the applicable statement or invoice) bill xx rendered. 14.02 Transporter and Shipper shall each, upon request of the full amount payable according other, deliver to the other for examination such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements pertinent records and charts as shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, chargechart, or computation or demand made by either of them under or pursuant to any of the provisions hereof. 14.03 Shipper, except as otherwise hereinafter provided, shall pay to Transporter by wire transfer of immediately available funds on or before the 10th day of each Month for the Reservation Charges due for service rendered by Transporter hereunder during the preceding month and billed by Transporter in the statement for such month, and on or before the 20th day for each Month for any remaining charges for services which are due hereunder. If the normal payment due date is a Saturday, Sunday or holiday, this Agreementpayment is due the following business Day. 14.04 Should Shipper fail to pay all of the amount of any bill xxx service hereunder when such amount is due, interest on the unpaid portion of such amount shall accrue at the rate equal to the prime rate of CitiBank, N.A. or its successor, calculated from the due date until the date of payment. Any statement shall be final as If such failure to all parties unless questioned within two pay continues for thirty (230) years days after payment thereof has been made.is due, Transporter, in addition to any other remedy it may have hereunder, may suspend further transportation of natural gas hereunder until such amount is paid; provided, however, that if Shipper in good faith shall dispute the amount of any such bill xx any part hereof, and shall pay to Transporter such amount as it concedes to be correct, and at any time thereafter within thirty (30) days of a demand made by Transporter, shall furnish good and sufficient surety

Billing and Payment. (a) Seller shall timely pay all amounts due to the Power Sellers under the Commitments each month during the Term hereof, which includes the amount Seller receives from Purchaser in connection with such Commitment. Within three (3) Business Days after Seller's receipt of an invoice from a Power Seller pursuant to a Commitment associated with Power delivered or made available to Purchaser by Seller under such Commitment in the preceding month (or after Seller's delivery of a statement to the Power Seller under a Commitment, if Seller prepares or causes the monthly billing statement to be prepared under a Commitment), Seller shall deliver such invoice or statement to Purchaser. On or before the fifteenth date which is (15thi) one (1) Business Day of each calendar month, Gatherer will render prior to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall due date set forth the cumulative imbalance existing at the end of the current Month. Owner agrees on such invoice or (ii) if Seller fails to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before timely deliver an invoice as provided herein, then ten (10) Business Days following after Purchaser's receipt of such invoice or statement (either of such dates, the receipt thereof "Due Date"), Purchaser shall remit payment of the positive difference, if any, of (A) the amount set forth in such invoice or statement to Seller minus (B) the Seller Payment applicable to the Commitment to which such invoice or statement relates for such month minus (C) amounts received by OwnerSeller from sales of Power to third parties in accordance with Section 3.5(b)(ii) (such net amounts received by Seller referred to herein as "Resale Proceeds"), such Resale Proceeds to be paid by Seller to the Power Seller s in partial satisfaction of Seller's obligations to the Power Sellers. In the event such quantities are estimated for any period, corrected statements All payments required under this Agreement shall be rendered paid in cash by Gatherer federal or other wire transfer of immediately available funds to Owner an account designated by the Party to receive such payment. (b) Each invoice or statement shall incorporate all information reasonably necessary to determine the payments due thereunder, including actual and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder estimated billing information with respect to a Month the Commitments and true-ups and adjustments from prior months. (c) Each invoice or statement shall be determined subject to be at variance with adjustment for a period of twelve (12) months from the estimated quantity theretofore made the basis date of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, issuance for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto changes in estimates or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, chargeerrors in arithmetic, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeotherwise.

Billing and Payment. On Recipient will promptly pay any and all bills and invoices that it receives from Provider or before its Affiliates for the fifteenth Transition Services (15th) Day of each calendar monthand, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu'sthe extent agreed upon pursuant to Section 4.01, the total quantity of Gas received hereunder as measured at the Measurement Point Separation and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(sSet-Up Cost incurred on Recipient’s behalf) during the immediately preceding Month in accordance with this Agreement, subject to receiving, if requested, any appropriate support documentation for such bills and the amount payable thereforinvoices. Additionally, such statement shall set forth the cumulative imbalance existing Such charges will be billed at the end of each calendar month during the current MonthTransition Period. Owner agrees to pay Gatherer Each billing invoice will set forth in reasonable detail the applicable Transition Services provided (and Separation and Set-Up Costs incurred) during such period and the corresponding amounts owed for such Transition Services (and, as applicable, Separation and Set-Up Costs) and, in the case of Third Party Pass-Thru Charges or Reimbursement Charges, a copy of the underlying invoice or other documentation evidencing the payment made on Recipient’s behalf. All charges will be in U.S. dollars unless otherwise mutually agreed in writing. All invoices will be due and payable not later than thirty (30) days following receipt by Recipient of Provider’s invoice by wire transfer (according to in accordance with the instructions set forth provided by Provider (in the applicable statement writing to Recipient). Recipient will not offset any amounts payable by it hereunder against any amounts owed to it by Provider or invoice) any of Provider’s Affiliates hereunder or under any other Transaction Document. If Recipient fails to pay the full amount payable according to of any invoice within 30 days of the relevant payment date and the aggregate amount of such statement on or before ten (10) Days following the receipt thereof by Owner. In the event unpaid invoices exceeds $50,000, such quantities are estimated for any period, corrected statements shall failure will be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to considered a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term material breach of this Agreement and any applicable Supplemental Agreement (except to the extent of any invoiced amounts disputed by Recipient in good faith). If Provider provides Recipient with written notice of such material breach and Recipient in bad faith refuses to pay such unpaid invoices within 10 days of Recipient’s receipt of such written notice, Provider may, without liability (and without effect on any obligation of Recipient to provide services to Provider hereunder or under any Supplemental Agreement), provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance obligations hereunder and under any Supplemental Agreements to provide any and all services to Recipient until such time as Owner furnishes acceptable payment securities to Gatherersuch invoices have been paid in full. In addition to all other remedies available to GathererShould Recipient dispute any portion of any invoice, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time Recipient will promptly notify Provider in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records writing of the other party to nature and basis of the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madedispute.

Billing and Payment. On 11.2.1 For each Month after the Effective Date, Seller shall invoice Buyer in accordance with Clause 11.1 for such Month (or portion thereof in the case of the Month in which the Effective Date occurs) upon receipt of the final Settlement Statement from the Market Operator as provided in the Market Rules. 11.2.2 The payments shown in such invoice as due to Seller shall be paid by Buyer on or before the fifteenth [tenth [10th] Business Day] following the Day the invoice is delivered to Buyer whether or not Buyer disputes the invoiced amount as follows: (15tha) Day of each calendar monthEnergy Payment, Gatherer will render Disco Share Capacity Payment, Disco Share Start-Up Payment and Disco Share Take-or-Pay Payment shall be made to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end account of the current Month. Owner agrees Generation Companies, and notice/evidence of payment to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements each Generation Company shall be rendered by Gatherer delivered to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month Seller not later than one Day after payment; and (b) Seller Service Fee payment shall be determined made to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative Seller bank account. 11.2.3 Buyer shall have the right at all reasonable times to examine review an invoice or statement prepared by Seller, and if it disagrees with the books and records determination of the other party amount payable under such invoice or statement, may request clarification and substantiation of such invoice or statement. Buyer shall use its Best Endeavours to review invoices promptly and notify Seller of an error it believes to exist in such invoice within five [5] Business Days of becoming aware of such error. Buyer shall not be entitled to withhold payment of any portion of the invoice believed to be included in the invoice in error. 11.2.4 Where Buyer disputes an invoice or any portion thereof, it shall declare a Dispute and refer the same for determination in accordance with Clause 20 of this Contract. If any invoice or any portion thereof is disputed by Buyer, payment of the invoice shall not be withheld but shall be made to Seller until any Dispute in relation thereto is determined in accordance with Dispute resolution provisions in Clause 20 of this Contract. Buyer shall not be entitled to withhold payment of any disputed portion of the invoice prior to or upon the commencement of Dispute resolution under Clause 20. 11.2.5 Each Party shall have the right to set off against any amounts payable by it to the extent necessary other Party hereunder any and all amounts then due and payable to verify it by the accuracy of other Party hereunder. 11.2.6 Buyer shall pay interest at the Agreed Interest Rate on any statementunpaid amounts due and payable under this Clause 11.2 from the date payment was due, charge, computation or demand made under or pursuant up to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after and including the date on which payment thereof has been is made. 11.2.7 Where Buyer disputes an invoice or any portion thereof, and the Dispute referred in relation thereto is resolved in favour of Buyer, Seller shall refund the amounts paid on the Disputed Invoice or shall set off such refund against amounts due from Buyer in subsequent invoices to the Buyer.

Billing and Payment. On or before the fifteenth (15tha) Day In respect of each calendar monthMonth ending after the Closing Date, Gatherer will render AK Power shall, on or prior to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end twentieth day of the current following Month prepare and render an invoice to Con Edison for the ECP, less any Penalty Payments or plus any Incentive Payments as described in Article 3, due from Con Edison to AK Power for the preceding Month, calculated in accordance with Article 3. Owner agrees to pay Gatherer The Payments owed shall be due and payable 10 Business Days after Con Edison receives an invoice. All payments due under this Agreement shall be made in immediately available funds by wire transfer to accounts designated by the Parties. (according to b) If any payment falls due on a day that is not a Business Day, then the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements payment shall be rendered by Gatherer to Owner and paid by Owner made on the next Business Day. (c) Interest on unpaid amounts, payments received after the due date or refunded or credited by Gatherer, as the case may be, payments in each instance dispute that are held in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest escrow shall accrue thereon at a rate equal to the prime commercial lending rate established from time to time in effect and charged by the CitibankChase Manhattan Bank, N.A., New York, New York, plus two percent or its successor, from the due date until the date upon which payment is made. (2%d) per annumAll billxxxx xx Con Edison shall be sent to: Consolidated Edison Company of New York, Inc. 4 Irxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: (but To Be Specified By Con Edison Prior To The Closing Date) All billxxxx xx AK Power shall be sent to: Arthxx Xxxl Power LLC 1221 Xxxxxxxx Xxxx; Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx, 00000 Attention: (To Be Specified By AK Power Prior To The Closing Date) (e) Any payments owed directly by AK Power to the NYPP, shall be made pursuant to the procedures established by the NYPP. AK Power shall be responsible for its share of the NYPP Control Performance System payments or penalties, as the case may be, as applied to Con Edison based on the performance of the Generating Plant. Con Edison shall determine the allocation of NYPP Control Performance System payments or penalties to the Generating Plant. Invoices for such payments or penalties shall be submitted by Con Edison to AK Power, and payments by AK Power shall be made to Con Edison, in no event greater than accordance with the maximum rate of interest permitted timeframe set forth in Article 7.1(a). (f) Any other payments due under this Agreement (such as, for fuel handling and labor and for excess BTU consumption and BTU savings) shall be invoiced and paid in accordance with the timeframe set forth in Article 7.1(a). To the extent the auxiliary power consumed by law) with adjustments the Generating Plant and other related Auctioned Assets owned by AK Power is not fully offset in any month by Energy generated by the Generating Plant, as contemplated in Article 3(a)(1), such rate remaining auxiliary power shall be carried forward in an account to be made on so offset by Energy generated by the same Day as any change Generating Plant in such prime ratethe next month, and AK Power shall reimburse Con Edison for any auxiliary power remaining in the account at the termination of this Agreement based upon the 20 payments for Energy made by Con Edison in the last month prior to the termination of this Agreement. (g) The Parties shall maintain records, accounts and other documents sufficient to reflect accurately all transactions hereunder for a period during which of four years from the same shall be overdue, such interest to be paid when time of the amount past due is paidtransactions. Each party hereto or Party shall, at its representative shall own expense, have the right at all reasonable times to examine the books audit such records, accounts and records other documents of the other party Party during such four-year period upon reasonable prior notice to the extent necessary other Party, subject to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeArticle 24.

Billing and Payment. On 10.1. Based on the Tickets for the Fortnight during which Sales Gas was supplied, within three (3) days from the start of the following Fortnight, the Seller shall raise an invoice on the Buyer for the quantity of Sales Gas delivered to the Buyer at the Delivery Point in the preceding Fortnight. 10.2. The invoice for each Fortnight shall set out among other things: (a) the quantities of Sales Gas delivered to the Buyer (in SCM and MMBTU) including AGS if applicable; (b) the debit/ credit note in lieu of Quarterly Take &or Pay Obligation and Quarterly Price Adjustment shall be issued in the 1st Fortnight after the end of first Contract Year/ 1st Fortnight after the end of each subsequent Quarter., as applicable. It will contain the details of AGNT/QGNT Quantity, AGNT/ QGNT Amount, Makeup Gas and Quarterly Seller Supply Deficiency, Quarterly Price Adjustment as applicable. (c) the amount of Taxes, payable by the Buyer on the Sales Gas delivered during the Fortnight; 10.3. Invoicing shall be done on Fortnightly basis and the Buyer shall make the payment on or before the fifteenth (15th) Day “Due Date” which shall be 22nd of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, every Month for the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) supplies made during the immediately preceding first Fortnight and 7th of every following Month and for the amount payable thereforsupplies made during the second Fortnight of any Month. 10.4. Additionally, such statement shall set forth Invoices for the cumulative imbalance existing at the end supply of the current Month. Owner agrees to pay Gatherer by wire transfer (according Sales Gas to the instructions set forth Buyer shall be raised in United States Dollars (USD) and payment shall be made in Indian Rupees (INR) to Vedanta to the applicable statement or invoicecredit of their designated account(s) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Ownerwith a bank in India. 10.5. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer relation to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate payments to be made on in INR, the same Day rate of exchange to be applied to convert the invoiced amount in USD to an amount expressed in INR shall be average of the daily exchange rate as any change in such prime rate, published by Financial Benchmarks India Private Limited applicable for any period the Fortnight during which supply of Sales Gas is made. For the same settlement of AGNT/QGNT amount and Quarterly Price Adjustment amount, average of the daily exchange rate for relevant quarter will be considered. The exchange rate so calculated shall be overdue, such interest rounded off to two decimal places. 10.6. All Taxes mentioned in the invoice to be paid when to designated bank account mentioned in the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records invoice in INR by applying exchange rate in accordance with Clause 10.5 of the other party Agreement. 10.7. For reasons not attributable to the extent necessary to verify Buyer, in case Seller raise the accuracy invoice after three (3) days i.e., after 18th of any statement, charge, computation or demand every Month for supplies made under or pursuant to this Agreement. Any statement during the first Fortnight and after 3rd of every Month for supplies made during the second Fortnight then Due Date shall be final extended by the number of day(s) by which invoice has been delayed beyond the stipulated three (3) days. 10.8. Before the Start Date, the Buyer shall provide primary billing details (specifying sales against C Form in case of interstate sales, if applicable) for the purpose of issuing Fortnightly invoices. 10.9. The Buyer shall inform the Seller before the start of each Month, if it plans to offtake Sales Gas from multiple billing address. In such case, Seller shall provide separate Ticket for such Days for multiple billing address, subject to Buyer confirming the required details including Sales Gas volume split before 1300 hours of the following day of such Gas Sales. Seller will be under no obligation to provide the separate gas Ticket if Buyer fails to comply with the aforementioned timeline. In case, Sales Gas volume split is not received from the Buyer by 1300 hrs of the following day, the Ticket shall be issued at the primary billing details. 10.10. If the Buyer has a bona fide dispute as to all parties unless questioned any amount, quantity, value or sum mentioned in an invoice (the “Disputed Item”), the Buyer shall notify the Seller in writing within two seven (27) years after days of receiving the invoice. The notice shall specify the Disputed Item and the reasons why the Buyer disputes such item. Whether or not any sum is disputed, the Buyer shall make payment thereof has been madeof the entire invoice amount as per Clause 10.3. 10.11. The Seller and the Buyer shall resolve the Disputed Item as provided for in accordance with Clause

Billing and Payment. On (a) Buyer shall promptly pay any bills and invoices that it receives from Seller or before any of its Affiliates for Services provided under this Agreement, subject to receiving, if requested, any appropriate support documentation for such bills and invoices. Such charges shall be billed at the fifteenth (15th) Day end of each calendar month. Unless otherwise provided herein or on Annex A, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement Buyer shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer all invoices by wire transfer (according to of immediately available funds in accordance with the instructions set forth provided by Seller or any of its Affiliates (in writing to Buyer), as applicable, not later than fifteen (15) days following receipt by Buyer of Seller’s or any of its Affiliates’ invoice. Buyer shall not offset any amounts owing to it by Seller or any of Seller’s Affiliates against amounts payable by Buyer hereunder or under any other agreement or arrangement. Should Buyer dispute any portion of any invoice, Buyer shall promptly notify Seller in writing of the applicable statement or invoicenature and basis of the dispute. (b) If Buyer fails to pay the full amount payable according of any invoice (except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith and of which dispute Buyer has notified Seller in accordance with the requirements of this Agreement) within thirty (30) days after the relevant payment date, such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements failure shall be rendered by Gatherer to Owner considered a material breach of this Agreement and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term aggregate amount of such overdue unpaid invoices (except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith and of which dispute Buyer has notified Seller in accordance with the requirements of this Agreement) exceeds $250,000, Seller may, without liability, suspend its obligations hereunder to provide any and all of the Services to Buyer until such time as such invoices have been paid in full (except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith and of which dispute Buyer has notified Seller in accordance with the requirements of this Agreement). The remedy provided to Seller by this Section 6(b) shall be without limitation of any other applicable provisions of this Agreement, including Sections 6(d) and 7. (c) All charges and fees to be paid by Buyer to Seller and its Affiliates under this Agreement are exclusive of any applicable taxes required by law to be collected from Buyer (including withholding, sales, use, excise or services taxes, which may be assessed on the provision of the Services hereunder). If a withholding, sales, use, excise or services tax is assessed on the provision of any of the Services provided under this Agreement, Buyer shall pay directly, reimburse or indemnify Seller and its Affiliates for such tax. The parties shall cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide Gatherer with and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by the other party. (d) All payments required to be made pursuant to this Agreement shall bear interest from and including the date fifteen (15) days after such payment securities as may be acceptable is due to Gatherer. In but excluding the event Owner fails to promptly provide date of payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a an annual rate equal to the prime average daily one-month LIBOR rate from time to time in effect and charged by during the Citibank, N.A., New York, New Yorkperiod, plus two percent 150 basis points (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith in accordance with this Agreement, in which case no late fee shall be payable by Buyer in respect of any portion of such disputed amount resolved in Buyer’s favor). Such interest shall be payable at the same time as the payment to which it relates. (e) Throughout the Transition Period and for one year thereafter, no more than once during each six month period, Seller shall, subject to Seller’s site safety, confidentiality and security procedures, provide to such auditors (including third-party auditors and Buyer’s internal audit staff) as Buyer may designate in writing, access to: (i) any facility at which the Services are being performed; (ii) appropriate Seller management personnel and Subcontractors; and (iii) the data and records (and other documentation reasonably requested by Buyer) maintained by Seller with respect to the Services solely for the purpose of: (A) performing its tax filings and reports, end of the month, end of fiscal quarter and end of fiscal year financial closing process, and to prepare the related financial statements and accounting reports, or to revise any financial statements and accounting reports for any prior periods; (B) performing audits and inspections of Buyer and its businesses (including any audits necessary to verify enable Buyer to meet its applicable regulatory requirements, including Section 404 of the accuracy Xxxxxxxx-Xxxxx Act of 2002 (“SOA”)); (C) enabling Buyer’s auditors to attest to and report on the assessment of Buyer’s management as to the effectiveness of its internal control structure and procedures for financial reporting relating to the Services within the meaning of Section 404 of the SOA; or (D) demonstrating to any statementthird party as reasonably necessary Buyer’s compliance with applicable laws or regulations. The scope of such audits may include, chargewithout limitation, computation or demand made under or pursuant to this Agreementthe extent reasonably necessary, (x) Seller’s practices and procedures, (y) the adequacy of general controls (e.g., organizational controls, input/output controls, system modification controls, processing controls, system design controls and access controls) and security practices and procedures, and (z) the adequacy of disaster recovery and back-up procedures. Any statement shall such audits will be final as to all parties unless questioned within two (2) years after payment thereof has been madeconducted at Buyer’s expense.

Billing and Payment. On (a) Purchaser will promptly pay any bills and invoices that it receives from Seller or before the fifteenth (15th) Day of each calendar monthits Affiliates for Services provided under this Agreement, Gatherer will render subject to Owner a statement setting forthreceiving, in terms of Mcfif requested, any appropriate support documentation for such bills and invoices. Such charges may at Seller's and MMBtu's, the total quantity of Gas received hereunder option be billed as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and incurred if the amount payable therefor. Additionallyinvolved equals or exceeds [ORIGINAL TEXT REDACTED], or, if such statement shall set forth the cumulative imbalance existing charges do not exceed [ORIGINAL TEXT REDACTED], at the end of each calendar month during the current MonthTransition Period. Owner agrees to pay Gatherer Unless otherwise provided herein or in Annex A, all invoices will be paid by wire transfer (according to in accordance with the instructions set forth provided by Seller (in writing to Purchaser) not later than [ORIGINAL TEXT REDACTED] following receipt by Purchaser of Seller's invoice. Purchaser will not offset any amounts owing to it by Seller or any of Seller's Affiliates against amounts payable by Purchaser hereunder or under the applicable statement or invoice) the full amount payable according to such statement on or before ten Asset Purchase Agreement (10) Days following the receipt thereof by Owner. In the event such quantities are estimated except for any periodinvoiced amounts disputed by Purchaser in good faith). Should Purchaser dispute any portion of any invoice, corrected statements shall Purchaser will promptly notify Seller in writing of the nature and basis of the dispute. (b) In connection with the performance of certain Services ("Account Services"), Seller and its Affiliates will be rendered by Gatherer making cash payments and collecting cash receipts and receivables on behalf of and for the benefit of Purchaser. During the Transition Period, Seller will, within five Business Days after the end of each accounting month of Seller, commencing with the end of the first full accounting month after the Effective Date, deliver to Owner Purchaser a statement setting forth the cash payments and collections made in connection with the Account Services during the preceding month. If the net amount of cash payments and collections resulted in Seller collecting more cash than it paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder during such month (only with respect to a Month shall be determined Account Services), Seller will pay to be at variance with Purchaser the estimated quantity theretofore made amount of such excess within five Business Days after the basis of billing and payment hereundercash statement for that month has been delivered to Purchaser. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail Seller will have no obligation to pay more than it collects with respect to such Account Services. Notwithstanding Section 7, Seller and its Affiliates will pay no interest on any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madecash payments.

Billing and Payment. On or before the fifteenth (15tha) Day of each calendar month, Gatherer Pinnacle will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before invoice Mt. Diablo within ten (10) Days days of the end of each month for the Service Charge amounts owed by Mt. Diablo under Article III hereof. (b) Invoices will be due and payable by Mt. Diablo within forty-five (45) days after the postmarked date of the invoice (the “due date”) and may reflect an offset for any amounts payable by Pinnacle to Mt. Diablo pursuant to Section 2.9 and/or Article III below. If payment is not received by Pinnacle by the due date, late payment charges will be imposed at two percent (2.00%) above the Prime Rate, calculated for the period commencing with the due date and ending with the date paid; provided that in no event will any interest be payable hereunder at a rate in excess of the maximum rate permitted by applicable law. If an invoice remains unpaid for a period of sixty (60) days following the receipt thereof by Owner. postmarked date of the invoice, Pinnacle may, in addition to any other rights and remedies available under this Agreement or at law or in equity, suspend further service hereunder until such invoice is paid. (c) In the event of any dispute as to the amount properly due hereunder, Mt. Diablo will nevertheless promptly pay all amounts not in dispute and the parties will meet and attempt to determine the proper amount due. If it is determined that Mt. Diablo owes any amounts in addition to the amounts set forth in an invoice, interest thereon will accrue at the Prime Rate. If, at any time, there is determined to have been an overcharge, Pinnacle will promptly refund the same. In addition, Pinnacle will pay Mt. Diablo interest on the amount of the overcharge if the refund is not paid to Mt. Diablo within forty-five (45) days following Pinnacle’s notification of such quantities are estimated for overcharge, with interest to be calculated at the Prime Rate. In no event will any period, corrected statements shall adjustment be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder made with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest amounts paid or required to be paid when hereunder unless written claim is made therefor not later than twenty-four (24) months following the date such amount past due is was paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On or before the fifteenth 7.1 Under Standard Billing Service (15th) Day of each calendar monthLDC issued invoices, Gatherer will render to Owner a statement setting forthincluding Supplier charges), in terms of Mcf's for Fixed Price Option products only, as provided under applicable laws and MMBtu'sState Public Utility Authority regulations (i.e., the total quantity LDC bills both Delivery and Supplier Charges), Supplier shall cause the Participant’s LDC(s) to xxxx Participant monthly with respect to such Accounts for Electricity provided hereunder, contemporaneously with such LDC’s billing for services with respect to the same period, with payment for both Delivery and Supplier charges due to the LDC on the Due Date. Any LDC fees for said billing service shall be the responsibility of Gas received hereunder as measured at Supplier. Participant will be responsible for LDC Delivery Charges applicable to retail customers being served by competitive suppliers. Participant will remit all payments directly to said LDC. Receipt of payment by the Measurement Point LDC from Participant with respect to a xxxx shall be deemed to be receipt by Supplier. The right of Participant to offset, and the Equivalent Quantities rate and calculation of Gas delivered hereunder at interest on overdue amounts, shall be the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionallysame as those that would be applicable, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in were Participant taking Electricity supply from the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by OwnerLDC. In the event there are monies which are the subject of a properly effectuated good faith dispute with Supplier which cannot be withheld from payments to the Supplier via the LDC, Supplier shall promptly refund or credit Participant with any agreed-to refund upon resolution of such quantities dispute. 7.2 Standard Billing Service is only available for Fixed Price Options. All other Price Options must be separately billed directly from the Supplier to the Participant. Upon notice to the Supplier and the relevant LDC, a Participant with a Fixed Price may switch to direct billing by the Supplier. For all other Pricing Options, Supplier’s invoices will be sent to Participant in accordance with Supplier’s normal billing cycle, as adjusted from time to time consistent with the applicable LDC meter read dates. The Supplier issued invoices are estimated due and payable on the Due Date and, unless otherwise provided for herein, are due without offset or reduction of any periodkind. If Participant in good faith disputes any invoice amount (or Supplier issued invoices), corrected statements then Participant shall be rendered by Gatherer continue to Owner pay any undisputed amount and paid by Owner withhold such disputed amount from payment to Supplier so long as Participant provides written notice to Supplier of the nature and extent of the dispute on or refunded before the Due Date. Upon resolution of a dispute, Supplier shall pay any agreed-to refund to Participant or credited by GathererParticipant shall pay to Supplier the agreed-to resolution amount, as the case may be. Invoices not paid on or before the Due Date will accrue interest daily on outstanding amounts (other than any disputed amounts) from the Due Date until paid in full. If Participant enters into a Pricing Confirmation or Transaction Confirmation with respect to an Account then not subject to a Contract Price and the Start Date is less than twelve (12) Business Days from the day after the Submission Date of the Pricing Confirmation or Transaction Confirmation, in each instance in which the actual quantity received or delivered as applicable, Supplier may at its option elect direct billing for all charges hereunder with respect to such Account during the first billing cycle (and only such first billing cycle) such Pricing Confirmation or Transaction Confirmation, as applicable, is in effect. To the extent that the relevant LDC does not provide accurate usage information with respect to one or more Accounts in a Month timely manner, or ISO-NE does not supply in a timely manner relevant data needed to determine the Contract Price, Supplier may use reasonable estimates of usage or ISO-NE data during the relevant month in preparing bills, provided that Supplier shall be determined perform a corresponding true-up to be at variance actual usage and data in connection with the estimated quantity theretofore made xxxx with respect to the basis following month or the next month following availability of billing and payment hereunderactual usage or data. Owner shall, if requested by Gatherer for good and reasonable cause at any time during Notwithstanding anything to the term of contrary in this Agreement, provide Gatherer with such payment securities as may be acceptable no situation or state of affairs, including any action or inaction by either Party, arising from or relating to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records failure of the other party LDC or ISO- NE to the extent necessary provide accurate information to verify the accuracy of any statement, charge, computation either Party may constitute or demand made under or pursuant give rise to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madea default by Participant.

Billing and Payment. On No later than three (3) business days following PSNC’s end-of-the-month meter reading date for the month of delivery, PSNC will provide Xxxxxx with a statement detailing the total quantities delivered by Xxxxxx into its Pool for the preceding month as well as the total metered consumption in Dekatherms for each individual PSNC Customer Account served by Xxxxxx. Xxxxxx is responsible for billing each of PSNC’s Customer(s) served from Xxxxxx’x Pool for all Gas consumed by such Customers determined pursuant to Article VII above with the exception of unauthorized quantities or before other penalties assessed directly to a Customer by PSNC. PSNC shall continue to xxxx its applicable transportation and Facilities Charges directly to the fifteenth (15thCustomer. If the total quantities present in Xxxxxx’x Pool fail to cover the total accumulated usage for PSNC’s Customer(s) Day of each calendar served by Xxxxxx’x Pool in any month, Gatherer will render PSNC shall xxxx Xxxxxx for any shortage quantities pursuant to Owner a statement setting forth, the procedures described in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable thereforArticle VIII above. Additionally, such Such statement shall set forth be furnished to Xxxxxx by PSNC no later than the cumulative imbalance existing at fifth (5th) business day following PSNC’s end-of-the-month meter reading date for the end month of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount delivery and is due and payable according to such statement on or before within ten (10) Days following days after the receipt thereof by Ownerstatement date. In the event such quantities are estimated for any period, corrected statements A xxxx shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as deemed delinquent when it remains unpaid after the case may be, in each instance in which due date set forth on the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunderxxxx. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner If Xxxxxx fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any remit the full amount when the same becomes due, interest on the unpaid portion shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two of one percent (21%) per annummonth. If a Xxxxxx withholds any portion of any amount billed by PSNC as a disputed amount and any portion or all of the amount so withheld is determined to have been properly billed, then interest (but as set forth above) shall accrue on the withheld amount that was properly billed from the date due until the date that PSNC receives it. PSNC may terminate this Agreement when any xxxx becomes delinquent. If the total quantities present in Xxxxxx’x Pool exceed the total accumulated usage for the Customer(s) served from Xxxxxx’x Pool in any month, PSNC shall purchase such Gas pursuant to the procedures described in Article VIII above. PSNC shall furnish Xxxxxx with a statement identifying the quantities purchased from Xxxxxx no event greater later than the maximum rate fifth (5th) business day following PSNC’s end-of-the-month meter reading date for the month of interest permitted by lawdelivery and shall pay Xxxxxx no later than ten (10) with adjustments in such rate to be made on days after the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madedate.

Billing and Payment. On or before (A) The customer shall pay the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's Seller for electric power and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered energy furnished hereunder at the Delivery Point(srates specified above. (B) during Bills for service hereunder, shall be by electronic funds transfer to a bank designated by Seller. Such payment shall be within ten (10) days after the immediately preceding Month issuance of the xxxx each month for electric power and energy furnished for the amount payable thereformonthly billing period. AdditionallyIf the Customer shall fail to make any such payment by the due date, such statement shall set forth the cumulative imbalance existing at Seller may discontinue service to the Customer upon giving five (5) days’ written notice to the Customer of its intention to do so; provided however, Customer may cure any intent to discontinue service for nonpayment by causing Seller to receive all amounts duly owing and outstanding before the end of the current Monthfive (5) day notice period. Owner agrees Seller may also disconnect service if Customer fails to pay Gatherer comply with standards established by wire transfer (according the utility for interconnection, safety, and operating reliability; for any breach of contract that jeopardizes the health and safety of persons or the integrity of the utility electric system; for reasonable periods for the purpose of maintenance, testing, replacement, and repair of the utility system; Customer’s failure to comply with the instructions Seller’s electric service tariff, Articles of Incorporation, or Bylaws; or for any other cause as set forth in the applicable statement or invoice) rules of the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by OwnerIUB. In this event, Customer shall have 30 day notification period to remedy its operation and meet standards as requested. The prompt payment provisions provided herein and the cash deposit set forth below recognize the Seller’s willingness to finance and carry the risk related to the substation investment and a portion of the distribution delivery system. (C) An amount equal to $*** shall be paid by Customer to Seller in advance of Seller providing electric service as a customer deposit. Such deposit shall be in an account, upon which Seller shall be entitled to draw upon such account at anytime its wholesale electric xxxx for service to Customer becomes due prior to receiving payment from Customer pursuant to Paragraph 9(B) or in the event of nonpayment by Customer; if Seller draws on such quantities are estimated for any periodaccount, corrected statements it shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, replace funds in each instance in which the actual quantity received or delivered hereunder with respect such account within one (1) day of receiving payment from Customer. *** Portions omitted pursuant to a Month shall be determined to be at variance request for confidential treatment and filed separately with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as SEC. (D) The Seller may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect change the required deposit amount based upon the Customer’s historical actual or projected power and charged by energy consumption and the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than Seller’s historical or projected costs for Customer’s power and energy consumption. Customer acknowledges that the maximum rate of interest permitted by law) with adjustments in such rate deposit required hereunder is intended to be made on take into account the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest Seller’s willingness to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records finance a portion of the other party cost of the facilities required to the extent necessary provide service to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final Customer as to all parties unless questioned within two (2set forth in Section 5(D) years after payment thereof has been madeabove.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (1010)fifteen (15) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. If, in the reasonable opinion of Gatherer, there has been a material change in the creditworthiness, financial condition or ongoing business of Owner that may adversely affect Owner’s ability to perform hereunder, then Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On or before (a) Crude shall provide the fifteenth Crude Administrative Services in exchange for receiving the Company Administrative Services. Crude shall be entitled to receive from the Interest Holders (15thas defined in the Management Agreements referenced on Schedule A) Day all of each calendar the compensation payable to the “Manager” by the Interest Holders pursuant to Article III of the Management Agreements referenced on Schedule A. (b) In addition to providing the Crude Administrative Services, Crude shall pay Company for the Company Administrative Services: (a) $100,000 per month, Gatherer will render (b) $150,000 per Prospect delivered to Owner Crude, and (c) a statement setting forth, carried interest in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and each Prospect acquired in an the amount payable therefor. Additionally, equal to 20% of such statement shall set forth the cumulative imbalance existing at the end Prospect acquired by Crude (regardless of the current Monthamount of the Prospect resold by Crude to clients). Owner agrees to Company shall provide Crude with an invoice within twenty (20) days following each month of the Transition Period detailing the fees incurred by Crude during such month. (c) Unless otherwise provided herein, Crude shall pay Gatherer all invoices by wire transfer (according to of immediately available funds in accordance with the instructions set forth provided by Company in writing to Crude, as applicable, not later than 10 days following receipt by Crude of Company’s invoice. Crude shall not offset any amounts owing to it by Company against amounts payable by Crude hereunder or under any other agreement or arrangement. Should Crude dispute any portion of any invoice, Crude shall promptly notify Company in writing of the applicable statement or invoicenature and basis of the dispute. (d) If Crude fails to pay the full amount payable according to of any invoice within 30 days after the relevant payment date, such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements failure shall be rendered considered a material breach of this Agreement (except to the extent of any invoiced amounts reasonably disputed by Gatherer to Owner Crude in good faith and paid by Owner or refunded or credited by Gatherer, as the case may be, of which dispute Crude has notified Company in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance accordance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term requirements of this Agreement). Company may, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gathererwithout liability, Gatherer and Owner agree that Gatherer may suspend its performance obligations hereunder to provide any and all of the Company Administrative Services to Crude until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal such invoices have been paid in full (except to the prime rate from time extent of any invoiced amounts reasonably disputed by Crude in good faith and of which dispute Crude has notified Company in accordance with the requirements of this Agreement). The remedy provided to time in effect and charged Company by the Citibank, N.A., New York, New York, plus two percent (2%this Section 4(d) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest without limitation of any other applicable provisions of this Agreement. (e) All charges and fees to be paid when by Crude to Company under this Agreement are exclusive of any applicable taxes required by law to be collected from Crude (including withholding, sales, use, excise or services taxes, which may be assessed on the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records provision of the Crude Administrative Services hereunder). If a withholding, sales, use, excise or services tax is assessed on the provision of any of the Crude Administrative Services provided under this Agreement, Crude shall pay directly, reimburse or indemnify Company for such tax. The parties shall cooperate with each other party to in determining the extent necessary to verify which any tax is due and owing under the accuracy circumstances, and shall provide and make available to each other any resale certificate, information regarding out-of-state use of any statementmaterials, chargeservices or sale, computation and other exemption certificates or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeinformation reasonably requested by the other party.

Billing and Payment. On (a) Unitil will promptly pay any bills and invoices that it receives from NiSource or before its Affiliates for Services provided under this Agreement. Unless otherwise provided in this Agreement, all invoices will be paid by wire transfer in accordance with the fifteenth instructions provided by NiSource (15thin writing to Unitil) Day not later than 30 days following receipt by Unitil of NiSource’s invoice. NiSource shall render invoices for Services or payments due under this Agreement on a monthly basis, and will use its commercially reasonable efforts to deliver such invoices within thirty (30) days of the last day of the month in which the Services were provided. Neither Unitil, nor NiSource or its Affiliates, will offset any amounts owing to it by the other Party against amounts payable hereunder or under the Purchase Agreement (except for any invoiced amounts disputed by Unitil in good faith). Should Unitil dispute any portion of any invoice, Unitil will notify NiSource in writing of the nature and basis of the dispute not later than 30 days following receipt by Unitil of NiSource’s invoice. (b) In connection with the performance of certain Services (“Account Services”), as more specifically set forth in Annex A, NiSource and its Affiliates may be making cash payments and collecting cash receipts and receivables on behalf of and for the benefit of Unitil. In such event, during the Transition Period, NiSource will, within five Business Days after the end of each calendar monthaccounting month of NiSource, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at commencing with the end of the current Monthfirst full accounting month after the Effective Date, deliver to Unitil a statement setting forth the cash payments and collections made in connection with the Account Services during the preceding month. Owner agrees If the net amount of cash payments and collections resulted in NiSource collecting more cash than it paid during such month (only with respect to Account Services), NiSource will pay Gatherer by wire transfer (according to Unitil the instructions set forth in amount of such excess within five Business Days after the applicable cash statement or invoice) the full amount payable according for that month has been delivered to such statement on or before ten (10) Days following the receipt thereof by OwnerUnitil. In the event such quantities that cash receipts are estimated for any periodinsufficient to make cash payments, corrected statements shall be rendered by Gatherer NiSource will promptly notify Unitil; provided, that NiSource will have no obligation to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder pay more than it collects with respect to such Account Services, and all fees, charges, expenses, claims, damages or other liabilities imposed as a Month result of failure to pay such amounts shall be determined to be at variance with the estimated quantity theretofore made the basis paid solely by Unitil. Notwithstanding Section 2.3, NiSource and its Affiliates will pay no interest on any of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madecash payments.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar monthAs a deposit against Batches to be manufactured under Purchase Orders, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner PhaseBio agrees to pay Gatherer by wire transfer (according BioVectra, [***] prior to the instructions date that the manufacture of the applicable Batches is scheduled to commence (as set forth in BioVectra’s notice of acceptance of the applicable statement Purchase Order or such other schedule for delivery of the Batches mutually agreed between the Parties), [***] of the total value of the Batches to be manufactured (determined by multiplying the number of Batches by the current applicable Supply Price). BioVectra will invoice PhaseBio for such deposit, with payment due within thirty (30) days from receipt of invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event that, after issuance of the invoice for such quantities are estimated deposit, the Supply Price that would apply to such Batches is adjusted pursuant to Sections 4.2 and 4.3, then (i) if the adjusted Supply Price is higher than the Supply Price on which such total value was originally calculated, PhaseBio shall pay to BioVectra [***] of the difference between the total value of the Batches at the adjusted Supply Price and the total value of the Batches at the unadjusted Supply Price, and (ii) if the adjusted Supply Price is lower than the Supply Price on which such total value was originally calculated, BioVectra shall credit [***] of the difference between the total value of the Batches at the unadjusted Supply Price and the total value of the Batches at the adjusted Supply Price toward the amount invoiced by BioVectra for such Batches upon Release thereof. BioVectra will invoice PhaseBio for the remainder of payment (applying any applicable credit pursuant to clause (ii) of the preceding sentence) on Release of Product, with payment due within thirty (30) days of receipt of invoice. The deposit will be applied pro rata to the Product delivered against the Purchase Order. All amounts payable by PhaseBio to BioVectra will be priced and paid in US Dollars by wire transfer in immediately available funds to an account designated by BioVectra. BioVectra will invoice PhaseBio [***] for Pass Through Costs for raw materials and consumables consumed during Manufacturing. PhaseBio will also be responsible for any period, corrected statements shall be rendered by Gatherer raw materials and consumables that were purchased for PhaseBio but expired due to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, changes in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if schedule requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madePhaseBio.

Billing and Payment. On 9.1 The Company Payment of Obligations to the DS Supplier The Company shall pay all amounts due to the DS Supplier hereunder in accordance with the following provisions: (a) Each Billing Month, the DS Supplier will prepare a Statement of amounts due to the DS Supplier. This Statement will show the aggregate amounts due based on the DS Price multiplied by the hourly Energy requirements of DS Supply used to determine the PMEA multiplied by the DS Fixed Percentage as shown in Appendix C, multiplied by the Seasonal Billing Factor, if applicable, for each hour of the Billing Month, plus the aggregate amounts due based on the DS Variable Price multiplied by the hourly Energy requirements of DS Supply used to determine the PMEA multiplied by the DS Variable Percentage as shown in Appendix C for each hour of the Billing Month. (b) The Statement will be sent to the Company within eight (8) Business Days after the end of the Billing Month via overnight mail or before other expeditious means. (c) The Company shall make payment on the fifteenth (15th) first Business Day after the 19th day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's. (d) To the extent that the FMEA differs from the PMEA, the total quantity Company shall pay or charge the DS Supplier for the PMEA/FMEA Adjustment Amount within the PJM deadline for conducting the final settlement. (e) If each Party owes an amount to the other Party pursuant to this Agreement, including any related interest, payments or credits, the Parties may satisfy their respective obligations to each other by netting the aggregate amounts due to one Party against the aggregate amounts due to the other Party, with the Party, if any, owing the greater aggregate amount paying the other Party the difference between the amounts owed. (f) Payments shall be subject to adjustment for any arithmetic errors, computation errors, meter reading errors, or other errors, provided that the errors become known within one (1) year of Gas received hereunder as measured at the Measurement Point termination of this Agreement. (g) The Company shall make payments of funds payable to the DS Supplier by electronic transfer to a bank designated by the DS Supplier. (h) If a good faith dispute arises between the Company and the Equivalent Quantities of Gas delivered hereunder at DS Supplier regarding a Statement, the Delivery Point(s) during disputing Party shall be obligated to pay only the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end undisputed portion of the current Month. Owner agrees to pay Gatherer by wire transfer (according Statement, if any, and shall present the dispute in writing and submit supporting documentation to the instructions non-disputing Party within one hundred twenty (120) calendar days from the date of the Statement in dispute. Statement disputes shall be addressed promptly, and in accordance with the dispute resolution procedures set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term Article 11 of this Agreement. Upon resolution of a Statement dispute, provide Gatherer with such any payments made to either Party will include simple interest on the payment securities as may at the lower of the Interest Index or six (6) percent per annum payable from the date that notice of a Statement dispute was received by the non-disputing Party. (i) If payment is made to the DS Supplier after the due date shown on the Statement, a late fee will be acceptable added to Gathererthe unpaid balance until the entire Statement is paid. In This late fee shall be the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when lesser of (a) the same becomes due, per annum rate of interest shall accrue thereon at a rate equal to the prime lending rate as may from time to time be published in effect and charged by The Wall Street Journal under "Money Rates" on such day (or if not published on such day on the Citibank, N.A., New York, New Yorkmost recent preceding day on which published), plus two percent (2%) per annum, or (but in no event greater than b) the maximum rate of interest permitted by applicable law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On or before 4.1 Each month during the fifteenth (15th) Day of each calendar monthTerm, Gatherer will render TLG shall submit to Owner a statement setting forth, in terms of Mcf's and MMBtu's, Affinion for payment an invoice reasonably detailing the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during amounts due under this Agreement for the immediately preceding Month and month. Such invoice shall be payable by Affinion within fifteen (15) days from the amount payable therefor. Additionally, date of such statement shall set forth invoice unless Affinion contests in good faith the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions amounts set forth in such invoice by giving written notice to TLG of such dispute within the applicable statement or invoicepayment period, in which case Affinion shall pay all amounts not in dispute within such fifteen (15) day period. 4.2 In the full amount payable according to such statement on or before event that a review of invoices for amounts paid by Affinion indicates an overpayment by Affinion for Services, TLG will, within ten (10) Days days after completion of such review to the reasonable satisfaction of TLG, reimburse Affinion for the full amount of any such overpayment. 4.3 If either Party believes that there has been a material change in the quantity or quality of Services being delivered, they may request a review by the Steering Committee of the monthly Service Fee to make revisions to Article 3.1 and/or Exhibit A or Exhibit B in accordance with such change. 4.4 Not later than thirty (30) days after the last business day of each month during the Term, TLG shall provide to Affinion an accounting of all collections, receipts and other remittances to TLG on account of the Acquired Business and all expenses for the Acquired Business paid by TLG on behalf of the Acquired Business since the last accounting in accordance with Exhibit A hereto. With such accounting, TLG shall identify the net amount due TLG or remit to Affinion, within five (5) days of the date of such accounting, by wire transfer the net amount due Affinion. If there is a net amount due TLG, Affinion shall remit to TLG the net amount due TLG within five (5) days following receipt of the receipt thereof cash flow statement by Ownerwire transfer. 4.5 TLG’s supporting documentation used in the preparation of Acquired Business financial reports along with other detailed closing schedules and reports, net amounts due TLG, net amounts due Affinion, and other information relating thereto may be reviewed and copied by Affinion no more than quarterly for consistency and accuracy during normal business hours at Affinion’s cost by Affinion or by an independent certified public accounting firm selected by Affinion and reasonably acceptable to TLG; provided any such accounting firm reviewing or copying the books and records subject to a review shall enter into a confidentiality agreement with TLG. Affinion will provide reasonable notification as to their intent to perform such review under agreeable terms and conditions with TLG. 4.6 In the event that the results of any review conducted in accordance with Article 4.4 indicate an underpayment by Affinion or an overpayment to Affinion, Affinion will, within ten (10) days after completion of such quantities are estimated review, reimburse TLG for the full amount of any period, corrected statements such underpayment or overpayment. Any payment not made by Affinion within such ten (10) day period shall be rendered by Gatherer bear interest from the completion of such review through the date of payment at a fluctuating interest rate that is equal to Owner and paid by Owner or refunded or credited by Gatherer, the rate of interest from time to time announced in The Wall Street Journal under the “Money Rates” section as the case may be“prime rate”. 4.7 In the event that the results of any review conducted in accordance with Article 4.2 and/or 4.4 indicate an over billing by TLG or underpayment by TLG for amounts due Affinion, TLG will, within ten (10) days after completion of such review, reimburse Affinion for the full amount of any such over billing or underpayment. Any payment not made by TLG within such ten (10) day period shall bear interest from the completion of such review through the date of payment at a fluctuating interest rate that is equal to the rate of interest from time to time announced in each instance in which The Wall Street Journal under the actual quantity received or delivered hereunder with respect “Money Rates” section as the “prime rate”. 4.8 Any audit dispute between the Parties will be conclusively determined by an internationally recognized firm of certified public accountants mutually acceptable to a Month shall the Parties, and such determination will be determined to be at variance final and binding upon the Parties. Each Party will pay fifty-percent (50%) of the costs of any such firm associated with the estimated quantity theretofore made audit dispute. 4.9 Notwithstanding the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term expiration or earlier termination of this Agreement, provide Gatherer with the Parties’ obligations to each other under this Article 4 regarding events or obligations occurring or arising during the Term shall survive such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder expiration or earlier termination until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madefulfilled.

Billing and Payment. On 5.1 Conoco shall invoice DuPont for gas delivered in the preceding Month and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of gas confirmed for delivery by the Delivering Transporter. The invoiced quantity will then be adjusted to the actual quantity on the following Month's billing or as soon thereafter as actual delivery information is available. 5.2 DuPont shall remit the amount due by electronic funds transfer (EFT) initiated on or before 10 days after receipt of Conoco's invoice; provided that if the tenth day is not a Business Day, the EFT shall be initiated on or before the fifteenth (15th) Day of each calendar month, Gatherer will render next Business Day. If DuPont fails to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) remit the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer it when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest on the unpaid portion shall accrue thereon at a rate equal to the lower of (i) the then-effective prime rate from time to time in effect and charged of interest published under "Money Rates" by the Citibank, N.A., New York, New YorkThe Wall Street Journal, plus two percent per annum from the date due until the date of payment; or (2%ii) per annum, (but in no event greater than the maximum rate applicable lawful interest rate. If DuPont, in good faith, disputes the amount of interest permitted by law) with adjustments in any such rate statement or any part thereof, DuPont will pay to Conoco such amount as DuPont concedes to be made on the same Day as any change in such prime ratecorrect against Conoco's invoice for that amount; provided, for any period during which the same shall be overduehowever, such interest to be paid when if DuPont disputes the amount past due is paid. Each due, DuPont must provide supporting documentation acceptable in industry practice to support the amount paid or disputed. 5.3 Any party hereto or its representative shall have the right right, at all its own expense, upon reasonable times notice and at reasonable times, to examine the books and records of the other party to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation or demand made under or pursuant the Agreement. This examination right shall not be available with respect to proprietary information not directly relevant to transactions under this Agreement. Any statement All invoices and billxxxx xxxll be conclusively presumed final and accurate unless objected to in writing, with adequate explanation and/or documentation, within two years after the Month of gas delivery. All retroactive adjustments shall be final as to all parties unless questioned paid in full by the party owing payment within two (2) years after payment thereof has been made30 days of notice and substantiation of such inaccuracy.

Billing and Payment. 4.1 On or before the fifteenth (15th) Day day of each calendar month, Gatherer will render VGPC shall submit to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) RGC an invoice for services performed during the immediately preceding Month and month. 4.2 RGC shall pay the amount payable therefor. Additionally, such statement shall set forth amounts invoiced by the cumulative imbalance existing at the end twenty-fifth (25th) day of the current Month. Owner agrees to pay Gatherer each month in which said invoice is received by wire transfer (according to the instructions set forth in the applicable statement RGC or invoice) the full amount payable according to such statement on or before within ten (10) Days following days of RGC's receipt of VGPC's invoice. 4.3 Should RGC fail to pay all of the receipt thereof by Owner. In the event amount of any invoice as herein provided when such quantities are estimated amount is due, RGC shall pay a charge for any period, corrected statements late payment which shall be included by VGPC on the next regular monthly invoice rendered hereunder. Such charge for late payment shall accrue interest at an annual rate equivalent to the then current Chase Manhattan Bank prime interest rate plus two percent (2%), but not to exceed the maximum rate permitted by Gatherer law. If such failure to Owner pay continues for thirty (30) days after payment is due, VGPC, in addition to any other remedy it may have, may suspend further injections and/or withdrawals of gas for RGC's account until such amount is paid; provided, however, that if RGC, in good faith, disputes the amount of any such invoice or part thereof and paid pays to VGPC such amounts as RGC concedes to be correct, and, at any time thereafter within thirty (30) days of a demand made by Owner VGPC, furnishes a good and sufficient surety bond in an amount and with sureties satisfactory to VGPC conditioned upon the payment of any amounts ultimately found due upon such invoices after a final determination, which may be reached either by agreement or refunded or credited by Gathererjudgment of the courts, as the case may be, then VGPC shall not be entitled to suspend further injections and/or withdrawals of gas unless and until default be made in each instance in which the actual quantity received conditions on such bond or delivered hereunder with respect to there is a Month shall be determined to be at variance with subsequent default under the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term conditions of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. agreement. 4.4 In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time overcharge or undercharge in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same form whatsoever shall be overduefound within twenty-four (24) months from the date a billing discrepancy occurs, such interest to be paid when the appropriate party shall refund the amount past due is paidof overcharge or pay the amount of undercharge within thirty (30) days after the final determination of the amount overcharged or undercharged has been made. Each party Any overcharge or undercharge found after such twenty-four (24) months shall be deemed waived by both parties. 4.5 Both parties hereto or its representative shall have the right right, at any and all reasonable times times, to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to . 4.6 It is expressly understood that VGPC retains a landlord's lien against the personal property of RGC stored hereunder for the recovery of any and all parties unless questioned within two (2) years after payment thereof has been madeamounts which may become due and payable under this agreement.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten fifteen (1015) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore previously made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On You will receive a single bill for the Service(s) supplied by Think and electricity delivery from your EDC at the monthly interval determined by the EDC. Your EDC may in some cases use estimated data for billing purposes. Payment is due according to your EDC’s billing due date. Your payments will be applied by the EDC in accordance with procedures adopted by the New York State Department of Public Service (“DPS”). Your EDC may offer budget, levelized, or other payment plans. Bills not paid in full by the due date may incur a late payment fee on unpaid balances in accordance with the EDC’s billing and late payment policies and procedures. In addition, you agree to pay us our costs incurred in collecting amounts owed us, including reasonable attorney fees and returned check charges. Think reserves the right to change billing methods and will provide you with at least 15 days’ advance notice if it should choose to do so. You also can request that Think change billing methods. Such request must be received at least 30 days before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according requested effective date so that Think can provide notice to the instructions set forth in EDC of your request. The EDC can deny the applicable statement request to change your billing method under certain circumstances. Renewable Energy Plan. Because you selected a “Renewable” or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or “Green” Product Plan pursuant to this Agreement, you are agreeing to purchase from Think a product supported by 100% renewable energy credits (“RECs”). Any statement shall Think will purchase and retire RECs in an amount equal to your consumption during the Term. The electricity actually delivered to your service location will not come from a specific renewable electric generation facility. RECs represent the environmental attributes associated with the applicable amount of renewable energy generation from various renewable sources that comply with the appropriate locational and delivery requirements. The renewable mix provided under this Agreement will be final as at least 50% greater than the applicable Renewable Energy Standard (“RES”) obligation for the current year. Think will satisfy its obligations under this Agreement by: purchasing RECs from eligible renewable generators through the New York Generation Attribute Tracking System (“NYGATS”); purchasing Tier 1 RECs from New York State Energy Research and Development Authority (“NYSERDA”); procuring RECs from eligible renewable generators through bilateral contracts; entering into bundled energy and REC purchase agreements with eligible renewable generators; and/or by making Alternative Compliance Payments to all parties unless questioned within two (2) years after payment thereof has been madeNYSERDA.

Billing and Payment. Billing and payment for the Energy purchases by Buyer under this Agreement and for any other amounts due and payable by Buyer hereunder shall be as follows: (a) On or before the fifteenth tenth (15th10th) Day day of each calendar monththe month following a month in which transactions occur hereunder, Gatherer will Seller shall render one (1) invoice to Owner a statement setting forthBuyer showing the following: (1) Delivered Energy allocated to: (2) The Delivered Energy to be counted toward the Guaranteed Annual Quantity for the applicable Contract Year, and an accounting of new or made-up Shortfall Energy and/or Replacement Energy. (3) Delivered Excess Energy billed pursuant to Appendix A. (4) Any Startup and Test Energy billed pursuant to Appendix A. (5) Environmental Attributes billed pursuant to Appendix A based on Facility Metered Output and, if applicable, Replacement Energy. (6) Interim Energy delivered between the Commercial Operation Date and Prepayment Date, billed pursuant to Appendix A. (7) Any reimbursement to Seller for Taxes and Operating Insurance premiums, and adjustments for actual Taxes and Operating Insurance premiums, pursuant to Section 7.1. (8) Any reimbursement to Buyer for the purchase of Replacement Energy. (9) Any other payments due to Buyer or to Seller under this Agreement, including amounts due to Buyer in terms connection with third party sales of Mcf's and MMBtu'scurtailed Energy under Section 5.6(g) or Section 7.4. (b) Monthly invoices, to the extent applicable, shall be based on meter readings, or if such readings are unavailable, the total quantity of Gas received hereunder as measured at best available data. (c) Monthly invoices shall be sent to the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall address set forth in Appendix C or such other address as is provided by Buyer in writing. (d) Buyer shall pay the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer amounts set forth in each monthly invoice by wire transfer (according to the instructions accounts designated on the invoices rendered by Seller on or before thirtieth (30th) day after receipt by Buyer of the applicable invoice. Bills or portions of bills which are not paid by the due date shall thereafter accrue interest at the Interest Rate, from and including the date payment was due until the date such payment is made. Seller shall pay to Buyer any reimbursement owed to Buyer as set forth in the applicable statement or invoiceSection 12.1(a)(8) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined any month at the xxxx Xxxxxx submits its next monthly invoice to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shallBuyer, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater more than the maximum rate thirty (30) days after such payment is due. (e) Attestations of interest permitted by law) with adjustments in such rate Environmental Attribute transfers to be made on the same Day as any change in such prime rate, for any period during which the same Buyer shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or accompany monthly invoices pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeSection 9.1.

Billing and Payment. On For each Billing Cycle, Suez will deliver to Customer an invoice setting forth the charges due for the preceding Billing Cycle. Such invoice shall include the monthly charges for energy consumption and any other charges or before fees imposed pursuant to the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's the Agreement, and MMBtu'sany applicable Taxes and Utility Related Charges. Suez may, however, use estimated data for billing purposes hereunder provided that such estimates will be subject to future reconciliation upon receipt of final data regarding the total actual quantity of Gas received hereunder as measured at energy consumed for the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(sapplicable Billing Cycle. Payment shall be due to Suez by check, electronic transfer or any other mutually agreed upon payment method within twenty (20) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end days after receipt of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event EFT is elected, Customer shall promptly provide all relevant account information and take all actions necessary to authorize and allow Suez to collect payment by such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time method during the term of this Agreement, provide Gatherer with such and payment securities as may shall be acceptable collected by Suez by making an automatic draft from Customer’s bank account. Overdue payments will accrue interest at the Interest Rate from the due date to Gathererthe date of payment and Suez retains the right to report payment history to various credit agencies. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay If any amount when of an invoice is disputed in good faith, the same becomes due, interest entire invoice shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when due. Any disputed amounts that are ultimately determined to be owed to Customer shall be repaid by Suez with interest accrued at the amount past Interest Rate from the date payment was due through the date of re- payment to Customer. Any dispute with respect to an invoice is paidwaived unless the other Party is notified within twenty-four months after the invoice is rendered or any specific adjustment to the invoice is made. Each party hereto or its representative shall have Customer is hereby notified that Suez retains the right at all reasonable times to examine sell its account receivables to the books and records applicable consolidated billing utility under the terms of the other party to purchase of receivables (“POR”) program in the extent necessary to verify State of the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement If Suez elects to enroll Customer’s account in the applicable consolidated billing utility POR program, the applicable utility’s terms and conditions shall be final as supersede the terms set forth in this agreement, including but not limited to all parties unless questioned within two (2) years after payment thereof has been madeany rights to disconnect delivery service and the Section regarding Billing and Payment.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder 5.1 As soon as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at practicable after the end of each month during the current MonthTerm, the Buyer shall supply the Seller its estimate of the SOS Supplier Billing Amount for purposes of billing hereunder. Owner agrees Within ten (10) days thereafter, the Seller shall submit a bill xx the Buyer for all applicable charges hereunder based on such estimates. 5.2 Each bill xxxdered under this Agreement shall be subject to pay Gatherer by wire transfer (according adjustment in order to true-up charges based on estimated SOS Supplier Billing Amount data to the instructions adjusted SOS Supplier Billing Amount, as defined in Appendix A. Promptly after the adjustment to SOS Supplier Billing Amount has been determined, the Buyer shall supply the adjusted SOS Supplier Billing Amount to the Seller in order to enable the Seller to calculate the final bill xxx SOS Requirements Power for each month during the Term. The Seller shall prepare and send to the Buyer an adjusted bill xxxhin ten (10) days after receiving the adjusted SOS Supplier Billing Amount data from the Buyer. All refunds or surcharges owed to either Party as a result of differences between the estimated and adjusted SOS Supplier Billing Amounts shall include the payment of interest calculated in accordance with the regulations of the FERC applicable to the payment of interest on refunds for the entire period between payment under the original estimated bill xxx the final bill. 5.3 All bills, including any adjusted bills, shall bear the date of rendering and be due and payable not later than thirty (30) days after the date of rendering. Any amount remaining unpaid after such thirty (30) days shall bear interest at the rate set forth in the applicable statement or invoice) regulations of the full amount payable according FERC for interest payments on refunds, from the due date to such statement on or before ten (10) Days following the receipt thereof date of payment by Ownerthe Buyer. In All payments sent by the event such quantities are estimated for any period, corrected statements Buyer to the Seller shall be rendered by Gatherer wire transfer or by certified check delivered using overnight mail. 5.4 If the Buyer disputes the amount of any bill, xx shall so notify the Seller in writing. The Buyer shall pay to Owner and paid the Seller any undisputed amount of the bill xxxn due. The disputed amount may, at the discretion of the Buyer, be held by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which Buyer until the actual quantity received or delivered hereunder with respect to a Month dispute has been resolved; provided that the Buyer shall be responsible to pay interest on any withheld amounts that are determined to have been properly billed, which shall be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when calculated in the same becomes due, manner as interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made late payments under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeSection 5.

Billing and Payment. 15.1 On or before the fifteenth (15th) Day 15th day of each calendar monthMonth, Gatherer will Seller shall render to Owner a statement setting forth, in terms Buyer an invoice showing the number of Mcf's and MMBtu's, the total quantity Gallons of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas LNG delivered hereunder to Buyer at the Delivery Point(s) Point during the immediately preceding calendar Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees due to pay Gatherer by wire transfer (Seller according to the instructions measurement, terms, conditions and price herein provided. The invoice will separately identify and include the number of delivered Gallons, Take or Pay Gallons, if any, Monthly Liquefaction Charge, Gas Cost, Energy Charge for the previous Month, and Conditioning Fees, if any. In the case of the Energy Charge, information in the invoice will include the current published APS rates applicable to the respective month. Buyer will provide Seller with the form Buyer desires Seller to use in generating the invoice prior to the start up of the LNG Plant. [***] Confidential portions of this document have been redacted and filed separately with the Commission. 15.2 In the event Buyer supplies the Natural Gas to the Plant in accordance with Article 13.2, Buyer shall invoice Seller for the difference between what Buyer was charged for the Natural Gas and the quantity of Natural Gas condensed into LNG and Delivered for the subject month. Seller shall pay the invoice in accordance with Article 15.4. 15.3 Seller will install an enclosed, air conditioned room that will be close to the truck loading facility so that Buyer can install point of sale systems that will produce a xxxx of lading for each load of LNG Delivered. Seller will provide scale weight indicators and data so Buyer may interface it with Buyer’s systems. Seller will provide composition of the LNG to be loaded so Buyer’s system can also utilize this data. Seller shall provide Buyer with loading controls such that Buyer’s system will have to authorize any and all Deliveries. Buyer’s system will produce a duplicate xxxx of lading for each Delivery that will be kept by Seller at the LNG Plant for a period of 24 months. 15.4 All invoices will be paid within thirty (30) calendar days of the invoice date by electronic funds transfer to invoicing Party’s bank account the amount as shown on the above mentioned invoice. In the event either Party disputes any portion of the amount on the invoice, said Party shall pay those amounts not in dispute and notify the other Party in writing of the details associated with the disputed amount no later than fifteen (15) days after the invoice date. 15.5 In the event an error is discovered in the amount shown to be due in any invoice such error shall be adjusted without interest or penalty as soon as reasonably possible; provided, however, any invoice shall be final as to both Parties unless written notice of an error in such invoice is given by a Party to the other Party within one (1) year after payment therefore has been made. Such notice shall be effective when received by the Party to which such notice is sent. 15.6 In the event a Party fails to pay all of the amount of any invoice, as set forth in Articles 15.1, 15.2, and 15.4 above, upon written notice from the applicable statement or invoice) invoicing Party to the full amount payable according to such statement on or before other Party, the other Party shall have ten (10) Days following days to cure the receipt thereof by OwnerDefault condition. In Upon the event such quantities are estimated for any periodother Party’s failure to cure the Default condition, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative invoicing Party shall have the right to (a) require payment in advance of each Delivery, or (b) withhold and set off payment of any amounts of monies due or owing by Seller to Buyer, whether in conjunction with this Sales Agreement or otherwise, against any and all amounts due or owing by Buyer to Seller under this Sales Agreement, or (c) suspend or discontinue services until such amount is paid, or (d) terminate this Sales Agreement. In addition, in the event an invoice is not paid within the time set forth in Article 15.4, the undisputed invoice balance will accrue a late fee of one percent (1%) of the undisputed balance for each month payment is late. The exercise by the invoicing Party of any of these options shall not preclude the invoicing Party from pursuing any other available remedy in equity or at law. The prevailing Party shall be entitled to claim recovery pursuant to Article 33.2. 15.7 Seller and Buyer shall each preserve all reasonable times records pertaining to examine this Sales Agreement, including all test and measurement data and charts, and all test equipment calibration records for a period of at least two (2) years, or longer as shall be required under law or regulation. Each Party, or its designated representative shall have access to the books and records of the other party Party upon reasonable notice during regular business hours to the extent necessary such records are applicable to verify the accuracy quality, measurement, billing, pricing and quantities of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeLNG delivered hereunder.

Billing and Payment. On or before the fifteenth (15tha) Day of each calendar month, Gatherer will PEPCO shall prepare and render to Owner a statement setting forth, Seller (or to any person designated in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(swriting by Seller to PEPCO) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at within twenty-five (25) Days after the end of each Billing Period: (i) a statement detailing PEPCO's calculation of the current Month. Owner agrees Monthly Capacity Payment and the Monthly Energy Payment due to pay Gatherer by wire transfer Seller for such Billing Period, less any undisputed amounts overdue to PEPCO from Seller pursuant to this Agreement and less any amounts owing to PEPCO under Sections 6.4 and 6.6, (according ii) payment to Seller in the amount indicated in such statement, and (iii) calculations of the EAF and EFOR of the Facility for the most recent time periods referred to in Subsection 15.1(c) for which data are available. (b) If any undisputed payment from either Party is not paid when due, there shall be due and payable to the instructions set forth in other Party interest thereon from the applicable statement or invoice) the full amount payable according to such statement date on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer became overdue and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon calculated at a rate equal to the prime rate from time to time interest rate(s) then in effect and charged by the Citibank, N.A., at Citibank of New York, New Yorkor its successor, plus two percent (2%), from the last Day of the Billing Period(s) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due overdue payment is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify owed. (c) If either Party disputes the accuracy of a xxxx, the Parties shall use their best efforts to resolve the dispute in accordance with Section 17.1. Any adjustments which the Parties may subsequently agree to make with respect to any statementsuch billing dispute shall be made by a credit or additional charge on the next xxxx rendered. If the Parties are unable to resolve the dispute in this manner, chargeany amounts disputed on subsequent bills for the same reason may thereafter be withheld pending final resolution of the dispute in accordance with the procedures described in Section 17.2, computation but the undisputed amount shall be promptly paid. (d) Upon resolution of a disputed amount, the amount shall be due and payable to the appropriate Party, with interest thereon from the date on which such amount would otherwise have been overdue hereunder if no dispute had arisen, calculated at the prime interest rate(s) then in effect at Citibank of New York, or demand made under or pursuant its successor, plus two percent (2%). The existence of a dispute as to any xxxx shall not relieve either Party of compliance with any other provision of this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On or before the fifteenth (15tha) Day of each calendar month, Gatherer will render to Owner a statement setting forthBORCO shall pay Vopak $2,006,975, in terms of Mcf's two equal installments on the Closing Date and MMBtu'son the 90th day after the Closing Date, in consideration for the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) Services provided during the immediately preceding Month and initial 180-day Support Period regardless of whether such Services are required to be provided for the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end entirety of the current Month. Owner agrees to pay Gatherer by wire transfer 180-day Support Period. (according b) In addition to the instructions payments set forth in Section 3(a) above, BORCO shall pay directly to, or reimburse, Vopak, upon receipt of periodic xxxxxxxx and supporting documentation consistent with past practice for, the actual out-of-pocket costs and expenses up to the proportionate amounts for the applicable statement period, including, but not limited to, all costs and expenses associated with IT and management information systems at BORCO and ex-patriot Vopak representative assistance, in the provision of the Services; provided, however, that (i) except as provided in Section 2(d), BORCO shall not be obligated to reimburse any costs or invoiceexpenses incurred by Vopak or its Affiliates in connection with Vopak’s obligations to provide insurance during the Support Period under Section 2(d) above and Annex C attached hereto, (ii) any reimbursable cost or expense in excess of $10,000 shall be subject to the full prior approval of BORCO and if such prior approval is not obtained Vopak shall not be obligated to provide the Service for and to the extent which such reimbursable cost or expense would have been necessary, and (iii) BORCO shall not be obligated to reimburse any internal costs or expenses of Vopak, including without limitation salaries or benefits associated with secondees or employees of Vopak. (c) Any invoice rendered by Vopak to BORCO will specifically indicate whether any of the Services were performed in the United States. To the extent any portion of the Services were rendered in the United States, Vopak will specify the amount payable according of the invoice attributable to such statement on Services (“U.S. Source Income”). Vopak expressly represents and warrants that to the extent the invoice reflects no U.S. Source Income, that 100% of the invoice amount is attributable to services rendered from without the United States. To the extent a portion of any invoice reflects U.S. Source Income, Vopak will provide to BORCO a Form W-8 ECI or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities other documentation as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree necessary that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at provides for a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum reduced rate of interest permitted by law) U.S. withholding Tax under an applicable income Tax treaty with adjustments in such rate to the United States. Any amount due under this Agreement may be made on the same Day as any change in such prime rate, reduced for any period during which applicable income Tax withholding required under U.S. income Tax Laws. For the same avoidance of doubt, BORCO shall not be overdue, such interest to be paid when the amount past responsible for any Tax protecting Vopak on any payments due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party under this Agreement to the extent necessary such payment is subject to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeU.S. withholding Tax.

Billing and Payment. On or before the fifteenth (15tha) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu'sAfter rendering Services hereunder, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, Party rendering such statement Services shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according submit an invoice to the instructions set forth other Party by facsimile transmission describing such Services with reasonable specificity, the amounts due in respect of such Services and such other information and detail as may be mutually agreeable to the applicable statement or invoice) the full amount payable according to such statement on or before Parties. By not later than ten (10) Days following after the other Party's receipt thereof of such invoice, such other Party shall pay the Party delivering the invoice all amounts due for Services rendered in immediately available funds via wire transfer (or other mutually agreeable manner) into an account designated by Ownerthe invoicing Party. In If the event such quantities are estimated for Day on which any periodpayment is due is not a Business Day, corrected statements then the relevant payment shall be rendered due upon the immediately preceding Business Day, except if such payment due date is a Sunday or Monday, then the relevant payment shall be due upon the immediately succeeding Business Day. (b) If CPC or DMS should fail to remit any amounts in full when due as required hereunder, or if any adjustments are made under this Agreement, including, without limitation, adjustments as the result of the conclusion of any audits or as a result of the resolution of a billing dispute, interest on the unpaid portion shall accrue from the date upon which such payment should have been made hereunder until paid in full at the Base Rate. All such accrued interest shall be added to the amount reflected as being owed hereunder by Gatherer to Owner and paid by Owner either CPC or refunded or credited by GathererDMS, as the case may be, on the next invoice or by separate invoice. (c) If a good-faith dispute arises as to the amount payable in each instance any statement, the amount not in dispute shall be paid. If either Party elects to withhold any payment otherwise due as a consequence of such good-faith dispute, the withholding Party shall provide the other Party with written notice of its reasons for withholding payment, and shall simultaneously place the disputed amount into an escrow account at a mutually acceptable commercial bank, pending resolution of the dispute. Any such dispute shall be resolved in accordance with the alternative dispute resolution procedures set forth in Article 11. The performance of both Parties under this Agreement shall continue pending the outcome of such Procedures. If it is subsequently determined, whether by mutual agreement of the Parties or otherwise, that the withholding Party is required to pay all or any portion of the disputed amounts to the other Party, the withholding Party, in addition to paying over such amounts, shall also pay interest accrued on such amounts from the original due date until paid, at the Base Rate. (d) No retroactive adjustments may be made for any overcharge or under-charge after a period ending twenty-four (24) Months from the end of the Month in which the actual quantity received invoice for the Services forming the basis of the overcharge or delivered hereunder undercharge was rendered or not rendered, as the case may be, unless a claim for such adjustment shall have been presented prior to the end of such period. Any payment with respect to a Month retroactive adjustment shall be determined include an amount equal to be interest on all amounts past due, from the date such amounts should have been paid until the date of their payment, at variance with the estimated quantity theretofore made Base Rate, except in instances where neither Party knew or could have known that the basis overcharge or undercharge occurred, in which case interest on such amounts shall accrue at the Base Rate from the date of billing and demand for payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gathereramounts are paid. (e) Either Party, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal upon notice in writing to the prime rate from time to time in effect and charged by the Citibankother, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times hours to examine audit the books accounts and records relating to the accounting or billing under the provisions of any article hereof; provided, however, that the auditing Party must take written exception to and make claim upon the other Party for all discrepancies disclosed by said audit within twenty-four (24) Months of the rendition of any statement or invoice forming the basis of such claim. Such audit shall be conducted by the auditing Party's representative or auditor at the auditing Party's expense. (f) All payments will be made without setoff or counterclaim; provided, however, that upon a Party's (the defaulting Party) failure to make payment of undisputed amounts on the due date, the other party Party (the non-defaulting Party) may, at its option and in its discretion, setoff against any amounts owed to the defaulting Party any amounts owed by the defaulting Party under this Agreement or otherwise. The obligations of the non-defaulting Party and the defaulting Party under this Agreement in respect of such amounts shall be deemed satisfied and discharged to the extent necessary to verify the accuracy of any statement, charge, computation or demand such setoff. The non-defaulting Party will give the defaulting Party notice of any setoff made under or pursuant this Section 7.2(f) as soon as practicable after the setoff is made provided that failure to this Agreementgive such notice shall not offset the validity of the setoff. (g) ALL DISPUTES ARISING UNDER THIS ARTICLE 7 THAT ARE NOT OTHERWISE RESOLVED AS PROVIDED HEREIN SHALL BE SUBMITTED TO THE ALTERNATIVE DISPUTE RESOLUTION PROCEDURES AS SET FORTH IN ARTICLE 11 HEREOF. Any statement shall be final as to all parties unless questioned within two TO THE EXTENT THAT ANY SUCH UNRESOLVED DISPUTE HAS NOT BEEN SUBMITTED TO SUCH ALTERNATIVE DISPUTE RESOLUTION PROCEDURES WITHIN TWENTY-FIVE (225) years after payment thereof has been madeMONTHS AFTER THE EVENT CAUSING THE DISPUTE IS DISCOVERED OR REASONABLY SHOULD HAVE BEEN DISCOVERED, THE PARTY ASSERTING THE CLAIM IN DISPUTE SHALL BE DEEMED TO HAVE WAIVED ANY SUCH CLAIM AND ALL RIGHTS HEREUNDER WITH RESPECT THERETO.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten fifteen (101015) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount not in dispute when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On or before 13.1 Each Month during the fifteenth (15th) Day term hereof, WPC shall submit an invoice to CCC by facsimile transmission setting forth the quantity of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas Product delivered hereunder at the Delivery Point(s) during the immediately preceding Month and Delivery Month, the price for such Product, the amount payable therefordue hereunder for such quantities, and such other information and detail as may be mutually agreeable to the Parties. Additionally, such statement CCC shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer remit by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before of funds, into an account designated by WPC, any amounts due no later than ten (10) Days following after CCC's receipt of WPC's invoice. If the receipt thereof by Owner. In Day on which any payment is due is not a Business Day, then the event such quantities are estimated for any period, corrected statements relevant payment shall be rendered due upon the immediately preceding Business Day, except if such payment due date is a Sunday or Monday, then the relevant payment shall be due upon the immediately succeeding Business Day. 13.2 If CCC or WPC should fail to remit any amounts in full when due as required hereunder, or if any adjustments are made under this Agreement, including, without limitation, adjustments as the result of the conclusion of any audits or as a result of the resolution of a billing dispute, interest on the unpaid portion shall accrue from the date upon which such payment should have been made hereunder until paid in full at the Base Rate. All such accrued interest shall be added to the amount reflected as being owed hereunder by Gatherer to Owner and paid by Owner either CCC or refunded or credited by GathererWPC, as the case may be, on the next invoice or by separate invoice. 13.3 If a good faith dispute arises as to the amount payable in each instance any statement, the amount not in dispute shall be paid. If either Party elects to withhold any payment otherwise due as a consequence of a good faith dispute, the withholding Party shall provide the other Party with written notice of its reasons for withholding payment, and shall simultaneously place the disputed amount into an escrow account at a mutually acceptable commercial bank, pending resolution of the dispute. Any such dispute shall be resolved in accordance with the alternative dispute resolution procedures of Article XV. The performance of both Parties under this Agreement shall continue pending the outcome of such procedures. If it is subsequently determined, whether by mutual agreement of the Parties or otherwise, that the withholding Party is required to pay all or any portion of the disputed amounts to the other Party, the withholding Party, in addition to paying over such amounts, shall also pay interest accrued on such amounts from the original due date until paid, at the Base Rate. 13.4 No retroactive adjustments may be made for any overcharge or undercharge after a period ending twenty-four (24) Months from the end of the Month in which the actual quantity received invoice or statement forming the basis of the overcharge or undercharge was delivered hereunder or not delivered, as the case may be, unless a claim for such adjustment shall have been presented prior to the end of such period. Any payment with respect to a Month retroactive adjustment shall be determined include an amount equal to be interest on all amounts past due from the date of the initial payment at variance with the estimated quantity theretofore made Base Rate, except in instances where neither Party knew or could have known that the basis of billing and payment hereunder. Owner shallovercharge or undercharge occurred, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, in which case interest shall accrue thereon at run from the date of demand for payment. Each Party shall maintain true and complete records relating to this Agreement and shall retain all such records for a rate equal minimum period of twenty-four Months after the end of the Month in which Products are delivered. 13.5 Either Party, upon notice in writing to the prime rate from time to time in effect and charged by the Citibankother, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times hours to examine audit the books accounts and records relating to the accounting or billing under the provisions of any article hereof; provided, however, that the auditing Party must take written exception to and make claim upon the other Party for all discrepancies disclosed by said audit within twenty-four (24) Months of the other party to the extent necessary to verify the accuracy rendition of any statement, charge, computation statement or demand made under or pursuant to this Agreementinvoice forming the basis of such claim. Any statement Such audit shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeconducted by the auditing Party's representative or auditor at the auditing Party's expense.

Billing and Payment. On or before Each Month, Processor shall invoice Supplier for all applicable fees and charges due hereunder. Supplier shall pay Processor, without discount, on the fifteenth later of (15tha) Day two Business Days after receipt of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured invoice at the Measurement Point rates provided in Article VI of this Agreement and (b) the Equivalent Quantities 22nd day of Gas delivered the Month such invoice is received, provided that, if such Day is not a Business Day, then such payment shall be due, without interest, on the next Business Day. Payments shall be made by automated clearing house to the account specified on Processor’s invoice or to such other account as Processor may hereafter designate in writing, provided that as long as Processor is an affiliate of Supplier, Processor and Supplier may settle Supplier’s financial obligations to Processor through Supplier’s normal inter-affiliate settlement processes. If Supplier shall fail to pay to Processor any amount due hereunder by the payment due date (a “Payment Default”), such past due amount shall bear interest at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end lesser of the current Monthmaximum legal interest rate and 1.5% per month (the “Base Rate”). Owner agrees In addition, if Supplier fails to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to cure such statement on or before Payment Default within ten (10) Business Days following after receipt of notice from Processor, Processor may suspend performance; provided however, that a Payment Default shall not include the receipt thereof non-payment of any fee or charges invoiced hereunder are being disputed in good faith, and no interest will be charged by Owner. In the event Processor on any such quantities are estimated for any perioddisputed amount which is ultimately resolved in favor of Supplier; provided, corrected statements shall be rendered by Gatherer to Owner and further, that all amounts not being disputed in good faith have been paid by Owner or refunded or credited by Gatherer, as the case may bepromptly (but, in each instance any event, within five Days). If Supplier elects to withhold any payment otherwise due as a consequence of a good faith dispute, Supplier shall provide Processor with written notice of its specific reasons for withholding payment, and the parties hereto agree to use all reasonable efforts to resolve any such disputes in which a timely manner. If it is subsequently determined, whether by mutual agreement of the actual quantity received parties or delivered hereunder with respect otherwise, that Supplier is required to a Month shall be determined pay all or any portion of the dispute amounts to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shallProcessor, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In in addition to all other remedies available to Gathererpaying over such amounts, should Owner fail to Supplier also shall pay any amount when interest accrued on such amounts at the same becomes due, interest shall accrue thereon at a rate equal to Base Rate from the prime rate from time to time original due date until paid in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madefull.

Billing and Payment. On or before (a) The monthly billing period shall be the fifteenth calendar month. No later than fifteen (15th15) Day calendar days after the end of each calendar monthmonth (commencing with the calendar month following the calendar month in which the Effective Completion Date of the Facility occurs), Gatherer will render Seller shall prepare, and provide to Owner a statement setting forthPurchaser, in the Monthly Report Pursuant to Section 6.4(b) showing Energy Output and an invoice for any amounts due from Purchaser to Seller under the terms of Mcf's this REPA, for the previous calendar month billing period. The Report and MMBtu's, invoice shall be sent to the address specified in Section 15.2. The invoice shall include: (i) The Energy sales from Seller to Purchaser during the billed month. (ii) The Payment Rate for the current Contract Year pursuant to Exhibit H; (iii) The Energy Charge for the billed Month; (iv) Sales Taxes if any; (v) Reimbursable other Taxes if applicable; (vi) Any other sums then due and payable by Purchaser to Seller under this REPA; (vii) Deemed Generation Charge if applicable pursuant to Exhibit H; (viii) The total quantity of Gas received hereunder as measured sum payable by Purchaser. (b) All billing data based on metered Energy Output delivered at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements Purchaser shall be rendered collected by Gatherer the Billing Metering System in accordance with Article 8 (Metering). (c) Purchaser shall be entitled to Owner and paid submit invoices to Seller in respect of any payments due by Owner Seller to Purchaser under this REPA. All such invoices shall show intermediate calculations in reasonable detail. (d) Payments due Seller or refunded or credited by GathererPurchaser, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined due and payable by electronic funds transfer, or by wire transfer to an account that is held and specified by the other Party (or by any other specific alternative payment procedures as designated by both Parties), on or before the thirtieth (30th) calendar day following owing Party’s receipt of owed Party’s proper billing invoice. If the amount due is not paid on or before the due date, a late payment charge shall be applied to the unpaid balance and shall be added to the next invoice. Such late payment charge shall be calculated based on an annual interest rate of [agreed escalation index in letters] percent ([agreed escalation index in number] %) calculated daily and effective from the due date until the date of actual payment. Any such charges for interest shall be calculated by the paying Party and included with payment of the following invoice without the need for an additional invoice for those amounts. (e) If there is an event of default, breach, or other failure to perform for which this REPA specifies payment of amounts as Liquidated Damages or otherwise, the Party to be at variance with the estimated quantity theretofore made the basis of billing compensated shall prepare and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal deliver to the prime rate from time to time in effect and charged by other Party a special invoice that shows the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy calculation of any statement, charge, computation or demand made under or amounts due pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeREPA, specifies the provisions applied, and details the periods of delay or other factors on which the claim is based.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten fifteen (1015) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. If Owner disputes any invoiced amount, it shall promptly notify Gatherer and the parties shall promptly resolve such dispute prior to the due date of the invoiced amount. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount not in dispute when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On 9.1 By the tenth (10th) day of each Month, MarkWest shall render to CITGO an invoice including backup documentation supporting the calculation of price and volume for the amount of Hydrogen purchased during the preceding Month and delivered in accordance with this Agreement. Payment therefore shall be made by (i) electronic funds transfer or automated clearinghouse (preferably CTX or CCD+ with faxed information), or (ii) wire transfer. Such payment must be received on or before the fifteenth (15th) 20th Day of each calendar monththe Month in which such billing is rendered ("Due Date"). CITGO shall be responsible for and timely pay any and all taxes levied on the Hydrogen sold to CITGO hereunder, Gatherer will render to Owner except for MarkWest's income, franchise and/or property taxes and/or any new or additional taxes enacted in lieu of the aforementioned taxes. If CITGO, acting in good faith, disputes any invoiced amount, CITGO shall timely pay the undisputed amount. If a statement setting forth, Party discovers or is advised of any errors in terms of Mcf's and MMBtu'sany invoice, the total quantity Parties will promptly meet to review such errors in good faith and will take such prompt corrective actions as they may agree to. Upon resolution of Gas received hereunder as measured such dispute by the Parties, any previously unpaid and due amount will be promptly paid together with interest at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by GathererDefault Rate, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunderdefined below. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest Late payments shall accrue thereon interest at a rate equal to the prime rate "Prime Rate", as published, from time to time in effect and charged time, by the CitibankWall Street Journal, N.A., New York, New Yorkunder "Money Rates", plus two percent 2% (2%) per annum"Default Rate"), (but in no event greater than from the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is date until paid. Each party hereto or its representative In addition, should CITGO be more than thirty (30) Days late in making any payment of undisputed amounts, MarkWest shall have the right to cease deliveries of Hydrogen hereunder with five (5) calendar Days prior notice. Such cessation of deliveries, however, shall not relieve CITGO from its obligations for payment of the Base Service Charge, except as otherwise provided in this Agreement; provided, however, CITGO shall not be entitled to exercise any rights and remedies under Sections 7.7, 7.8 and 11.3 for such cessation. All invoices under this Agreement shall be rendered to CITGO at all reasonable times the following address in accordance with Article XIV: CITGO Refining and Chemicals Company L.P. Attn: Accounts Payable P. O. Xxx 0000 Xxxxxx Xxxxxxx, XX 00000 9.2 By the tenth (10th) day of each Month, CITGO shall render to examine MarkWest an invoice including backup documentation supporting the books calculation of price and records volume for the amount of natural gas purchased during the preceding Month and delivered in accordance with this Agreement. Payment therefore shall be made by (i) electronic funds transfer or automated clearinghouse (preferably CTX or CCD+ with faxed information), or (ii) wire transfer. Such payment must be received on or before the 20th Day of the Month in which such billing is rendered ("Due Date"). If MarkWest, acting in good faith, disputes any invoiced amount, MarkWest shall timely pay the undisputed amount. If a Party discovers or is advised of any errors in any invoice, the Parties will promptly meet to review such errors in good faith and will take such prompt corrective actions as they may agree to. Upon resolution of such dispute by the Parties, any previously unpaid and due amount will be promptly paid together with interest at the Default Rate, as defined below. Late payments shall accrue interest at a rate equal to the "Prime Rate", as published, from time to time, by the Wall Street Journal, under "Money Rates", plus 2% ("Default Rate"), from the due date until paid. All invoices under this Agreement shall be rendered to MarkWest at the following address in accordance with Article XIV: MarkWest Attn: Accounts Payable 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx, XX 00000 9.3 Each Party shall have the right, upon prior written request, at its own expense and during normal business hours, to audit or have audited by third parties the books, records, charts and other pertinent documents and data (collectively the "Records") of the other party Party relating to this Agreement in order to verify that the extent necessary other Party is complying with its obligations under this Agreement and to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreementany of the provisions hereof. Any statement However, any access to records for the Plant shall only be made available to an independent auditor of CITGO with the understanding that such independent auditor may not disclose the contents of those records to CITGO but may only disclose to CITGO whether or not the audit confirms the statements and charges of MarkWest If any such examination shall reveal, or if either Party shall otherwise discover, any error in its own or the other Party's statements, payments, calculations or determinations, then proper adjustment thereof shall be final made as to all parties unless questioned within promptly as practical thereafter. It is understood, however, that no adjustment of any statement or payment shall be made after the lapse of two (2) years after from the end of the calendar year to which such statement or payment thereof has been madepertains. Each Party shall retain all Records for two (2) years from the end of the calendar year in which they are compiled, unless the statement or payment is subject to dispute, in which case the pertinent Records shall be retained until the dispute is resolved.

Billing and Payment. On After the DATE OF INITIAL OPERATION, PSE&G shall read its electricity recording meter(s) at the SUBSTATION FACILITY monthly in connection with making a determination of the charges to be billed to O'BRIEN for any MONTH in accordance with the provision of Article X and shall thereafter prepare and present to O'BRIEN, on or before the fifteenth tenth (15th10th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end day of the current MonthMONTH, a BILLING STATEMENT for payment. Owner agrees to O'BRIEN shall pay Gatherer each BILLING STATEMENT within thirty (30) days from the date of receipt but not later than the tenth (10th) day of the succeeding MONTH. If presentation of a BILLING STATEMENT is delayed by wire transfer PSE&G and/or is received by O'BRIEN after the tenth (according 10th) day of the MONTH, then the time for payment shall be extended for a period of time equivalent to the instructions set forth delay, provided however, O'BRIEN shall be obligated to establish any delay in the receipt of any BILLING STATEMENT by appropriate documentation. The BILLING STATEMENT shall contain a breakdown of the applicable statement or invoice) charge components billed to O'BRIEN in accordance with the full amount payable according provisions of Article X. O'BRIEN shall remit payment to such statement PSE&G for any BILLING STATEMENT to the PSE&G department designated on or before ten (10) Days following the receipt thereof by OwnerBILLING STATEMENT. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner O'BRIEN fails to promptly provide payment securities acceptable to Gatherer pay the entire amount of any BILLING STATEMENT when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes is due, interest shall accrue thereon on the unpaid portion of such BILLING STATEMENT, from the due date to the date of payment, which interest shall accrue at a rate per annum equal to three percent (3%) above the prime rate from time to time of the Chase Manhattan Bank, N.A. or its successor in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party payment due date. O'BRIEN shall pay the interest charge on any such unpaid BILLING STATEMENT or unpaid portion thereof when and as billed by PSE&G. PSE&G shall provide to the extent necessary O'BRIEN, upon a timely request therefor, documentation and/or data available to PSE&G to enable O'BRIEN to verify the accuracy of any statementBILLING STATEMENT. However, chargeany such request by O'BRIEN shall not extend the due date of or extend, computation postpone or demand otherwise affect O'BRIEN's obligation to pay the associated BILLING STATEMENT. In the event O'BRIEN disputes any BILLING STATEMENT, O'BRIEN shall pay to PSE&G the entire amount thereof, when due, and shall together with the payment thereof identify and present the dispute in writing and submit documentation substantiating any claim made under relative to the dispute identified. Upon receipt of notice of the dispute and the supporting documentation, PSE&G shall have thirty (30) days (Period) from receipt of such notice to resolve such dispute with O'BRIEN. In the event the dispute is not resolved within the Period, either party may submit the matter to arbitration for resolution in accordance with Article XXIX. The amount of any BILLING STATEMENT disputed by O'BRIEN, in accordance with the provisions of this paragraph, which is ultimately determined to be due and owing by PSE&G to O'BRIEN: (i) which is not refunded to O'BRIEN on or pursuant prior to this Agreement. Any statement the expiration of the Period shall, until payment, thereafter accrue interest, as of the last day of such Period, at a rate per annum equal to three percent (3%) above the prime rate of the Chase Manhattan Bank, N.A., or its successor in effect as of that date; and (ii) shall be final as refunded to O'BRIEN, together with all parties unless questioned interest accrued and owing thereon, within two ten (210) years after payment thereof has been madedays of the date of such determination.

Billing and Payment. On Big Rivers and LEM shall reconcile all monthly amounts due and owing other than the Initial Fixed Payment or before Annual Fixed Payment as soon after the fifteenth (15th) Day of each calendar month's end as detailed information is available. Each month, Gatherer will render Big Rivers shall xxxx XXX for the Operating Pass-Through Costs due pursuant to Owner a statement setting forthSection 3.3(b) within two days of receipt of an invoice for such Operating Pass-Through Costs from its Operator, in terms of Mcf's if any, and, separately, for any other amounts due hereunder, if any, and MMBtu'sLEM shall xxxx Big Rivers for the Power Value Amount and any other amounts due hereunder, if any, after adjusting for the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions credits set forth in Section 6.6 which may apply for that month. Each Party shall xxxx the applicable statement other by facsimile (with the original of such xxxx transmitted to LEM or invoiceto Big Rivers, as applicable, by certified mail) the full amount payable according for amounts owing pursuant to such statement on this Section 6 or before ten (10) Days following the receipt thereof by Owneras otherwise specified in this Agreement. In the event such quantities are estimated for any period, corrected statements Payment shall be rendered made for the amount of such xxxx, including any disputed amounts, by Gatherer to Owner and paid electronic wire transfer by Owner the later of 15 days after facsimile receipt of such xxxx or refunded or credited by Gatherer, as the case may be, in each instance in which last Business Day of the actual quantity received or delivered hereunder month except with respect to a Month the Operating Pass-Through Costs which LEM shall pay no later than the Monthly Payment Date; provided, however, Big Rivers shall not be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail required to pay any amount when amounts under this Section 6.5 to LEM unless all Operating Pass-Through Costs due and owing by LEM to Big Rivers, and for which LEM has been properly billed, shall have first been paid in full. Payments rendered to Big Rivers with respect to the same becomes dueOperating Pass-Through Costs shall be made to (not applicable) or such other financial institution or account number as Big Rivers and its Operator may specify from time to time in writing. Payments rendered to Big Rivers with respect to other than the Operating Pass-Through Costs shall be made to Farmers Bank of Henderson, Kentucky, ABA No. 000000000 for the credit of Big Rivers General Fund, Account No. 0000000, or such other financial institution or account number as Big Rivers may specify from time to time in writing. Payments rendered to LEM shall be made to PNC Bank, Kentucky, ABA No. 000000000, for the credit of LG&E Marketing, Inc., Account No. 3100532665, or such other financial institution or account number as LEM may specify from time to time in writing. Simple interest shall accrue thereon on any unpaid amounts or any credits at a rate equal to the prime rate from time to time in effect and charged by POWER PURCHASE AGREEMENT BETWEEN BIG RIVERS ELECTRIC CORPORATION AND LG&E ENERGY MARKETING INC. Default Rate during the Citibankperiod, N.A.if any, New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto delinquency or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeoutstanding credit.

Billing and Payment. On or before As compensation for the fifteenth (15th) Day of each calendar monthService provide by Carrier, Gatherer will render to Owner a statement setting forth, Customer shall pay in terms of Mcf's U.S. dollars the recurring and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point non-recurring rates and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions charges set forth in the ASR, together with any supplemental charges (such as for changes to the requested start date, design changes and expedites) and any applicable statement or invoice) Taxes and Additional Charges as defined in Section 15, below (collectively, the full amount payable according to such statement "Charges'). Such Charges shall be invoiced monthly in advance, commencing on or before ten (10) Days the first day of the month following the receipt thereof by OwnerService Date and on the same day of the month for each month thereafter. In Charges shall begin accruing on the event Service Date and on the same day of the month for each month thereafter. Charges shall begin accruing on the Service Date. The initial invoice also shall include Charges for Service accrued prior to the commencement of billing. Payment for such quantities are estimated for any period, corrected statements Charges shall be rendered due within thirty (30) days of the invoice date ("Payment Due Date"). If payment is not received by Gatherer to Owner and paid by Owner or refunded or credited by Gathererthe Payment Due Date, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month Customer shall be considered delinquent and the delinquent balance due shall be subject to interest charges at the rate of the lesser of one and one-half percent (1 1/2 %) per month or the highest amount permitted by law, until paid in full. If Customer in good faith disputes any charges, it shall timely pay all undisputed charges, and also within thirty (30) days of the invoice date give Carrier written notice of the disputed amount(s) and written documentation of the reason(s) therefor or any such disputes shall be deemed waived. Any disputed amounts that are determined by Carrier to be at variance in error or not in compliance with this Agreement will be adjusted as a credit on the estimated quantity theretofore made the basis of billing next month's invoice following such determination. Any disputed amounts that in good faith and payment hereunder. Owner shall, if requested supported by Gatherer for good reasonable documentation are deemed by Carrier to be correct as billed and reasonable cause at any time during the term of in compliance with this Agreement, provide Gatherer will be due and payable by Customer, upon notification and demand by Carrier, along with such the late payment securities as may be acceptable interest charges accrued from the Payment Due Date. Customer shall pay to Gatherer. In Carrier all costs, including, but not limited to, legal fees, court costs and the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy fees of any statementcollection agency, charge, computation or demand made incurred by Carrier in exercising its rights under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current MonthMonth and any applicable cashout. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In If Owner is in default on payment of any amount due hereunder for a period of fifteen (15) Days, then upon ten (10) Days written notice, in addition to all its other remedies available rights and remedies, Gatherer may at its election suspend Gathering Services and/or terminate this Agreement, unless Owner pays the amount in default within the aforesaid ten-Day notice period. Any termination of this Agreement shall be without waiver of or prejudice to Gatherer, should Owner fail any remedy to pay any amount when which Gatherer may be entitled pursuant to this Agreement or under applicable law. Gatherer shall have the same becomes due, right to charge interest shall accrue thereon on past due amounts at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each Upon execution of the other party’s confidentiality agreement, each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. 4.1 On or before the fifteenth (15th) Day day of each calendar month, Gatherer will render VGPC shall submit to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) RGC an invoice for services performed during the immediately preceding Month and month. 4.2 RGC shall pay the amount payable therefor. Additionally, such statement shall set forth amounts invoiced by the cumulative imbalance existing at the end twenty-fifth (25th) day of the current Month. Owner agrees to pay Gatherer each month in which said invoice is received by wire transfer (according to the instructions set forth in the applicable statement RGC or invoice) the full amount payable according to such statement on or before within ten (10) Days following days of RGC's receipt of VGPC's invoice. 4.3 Should RGC fail to pay the receipt thereof by Owner. In the event entire amount of any invoice as herein provided when such quantities are estimated amount is due, RGC shall pay a charge for any period, corrected statements late payment which shall be included by VGPC on the next regular monthly invoice rendered hereunder. Such charge for late payment shall accrue interest at an annual rate equivalent to the then current Chase Manhattan Bank prime interest rate plus two percent (2%), but not to exceed the maximum rate permitted by Gatherer law. If such failure to Owner pay continues for thirty (30) days after payment is due, VGPC, in addition to any other remedy it may have, may suspend further injections and/or withdrawals of gas for RGC's account until such amount is paid; provided, however, that if RGC, in good faith, disputes the amount of any such invoice or part thereof and paid pays to VGPC such amounts as RGC concedes to be correct, and, at any time thereafter within thirty (30) days of a demand made by Owner VGPC, furnishes a good and sufficient surety bond in an amount and with sureties satisfactory to VGPC conditioned upon the payment of any amounts ultimately found due upon such invoices after a final determination, which may be reached either by agreement or refunded or credited by Gathererjudgment of the courts, as the case may be, then VGPC shall not be entitled to suspend further injections and/or withdrawals of gas unless and until default be made in each instance in which the actual quantity received conditions on such bond or delivered hereunder with respect to there is a Month shall be determined to be at variance with subsequent default under the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term conditions of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. agreement. 4.4 In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time overcharge or undercharge in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same form whatsoever shall be overduefound within twenty-four (24) months from the date a billing discrepancy occurs, such interest to be paid when the appropriate party shall refund the amount past due is paidof overcharge or pay the amount of undercharge within thirty (30) days after the final determination of the amount overcharged or undercharged has been made. Each party Any overcharge or undercharge found after such twenty-four (24) months shall be deemed waived by both parties. 4.5 Both parties hereto or its representative shall have the right right, at any and all reasonable times times, to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to . 4.6 It is expressly understood that VGPC retains a landlord's lien against the personal property of RGC stored hereunder for the recovery of any and all parties unless questioned within two (2) years after payment thereof has been madeamounts that may become due and payable under this Agreement.

Billing and Payment. On 11.1 By not later than thirty (30) Days following the Month NGLs are produced in a gas processing or before fractionation plant owned and/or operated by WPC, except for the fifteenth Venice Plant, or fifteen (15th15) Day Business Days after WPC's receipt of each calendar monththe Operator's Statement for all other plants, Gatherer will render to Owner a statement including the Venice Plant, setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement required volume information, or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In end of the event Month in which NGLs are sold in the situation where a Netback Price is applicable, WPC shall provide CUSA with a statement setting forth the price or Netback Price, as applicable, of such quantities are estimated NGLs, the amount due CUSA for any periodsuch NGLs, corrected statements and such other information and detail as may be mutually agreeable to the Parties, along with payment for such NGLs, which shall be rendered remitted by Gatherer wire transfer of funds into an account designated by CUSA. If the Day on which any payment is due is not a Business Day, then the relevant payment shall be due upon the immediately preceding Business Day, except if such payment due date is a Sunday or Monday, then the relevant payment shall be due upon the immediately succeeding Business Day. 11.2 If either Party should fail to Owner and remit any amounts in full when due as required hereunder, or if any adjustments are made under this Agreement, including, without limitation, adjustments as the result of the conclusion of any audits or as a result of the resolution of a billing dispute, interest on the unpaid portion shall accrue from the date upon which such payment should have been made hereunder until paid in full at the Base Rate. All such accrued interest shall be added to the amount reflected as being owed hereunder by Owner either WPC or refunded or credited by GathererCUSA, as the case may be, on the next invoice or by separate invoice. In addition, if WPC fails to pay any amount due, as reflected in each instance WPC's statement, within ten (10) Days after the due date, or if WPC fails to provide a statement as required by Section 11.1 above, CUSA shall have the right, upon written notice to WPC, to (i) suspend any further deliveries of NGLs until such statement has been provided and all amounts due have been paid with interest at the rate specified in Section 11.1, and (ii) to provide notice to WPC that this Agreement shall terminate if such statement is not provided and the payment default has not been cured within sixty (60 ) Days after the date such written notice is received by WPC. 11.3 If a good faith dispute arises as to the amount payable in any statement, the amount not in dispute shall be paid. If either Party elects to withhold any payment otherwise due as a consequence of the good faith dispute, the withholding Party shall provide the other Party with written notice of its reasons for withholding payment, and shall simultaneously place the disputed amount into an escrow account at a mutually acceptable commercial bank, pending resolution of the dispute. Any such dispute shall be resolved in accordance with the alternative dispute resolution procedures of Article XIII. The performance of both Parties under this Agreement shall continue pending the outcome of such procedures. If it is subsequently determined, whether by mutual agreement of the Parties or otherwise, that the withholding Party is required to pay all or any portion of the disputed amounts to the other Party, the withholding Party, in addition to paying over such amounts, shall also pay interest accrued on such amounts from the original due date until paid, at the Base Rate. 11.4 No retroactive adjustments may be made for any overcharge or undercharge after a period ending twenty-four (24) Months from the end of the Month in which the actual quantity received NGL invoice or statement forming the basis of the overcharge or undercharge was delivered hereunder or not delivered, as the case may be, unless a claim for such adjustment shall have been presented prior to the end of such period. Any payment with respect to a Month retroactive adjustment shall be determined include an amount equal to be interest on all amounts past due from the date of the initial payment at variance with the estimated quantity theretofore made Base Rate, except in instances where neither Party knew or could have known that the basis of billing and payment hereunder. Owner shallovercharge or undercharge occurred, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, in which case interest shall accrue thereon at a rate equal run from the date of demand for payment. 11.5 Either Party, upon notice in writing to the prime rate from time to time in effect and charged by the Citibankother, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times hours to examine audit the books accounts and records relating to the accounting or billing under the provisions of any article hereof; provided, however, that the auditing Party must take written exception to and make claim upon the other Party for all discrepancies disclosed by said audit within twenty-four (24) Months of the rendition of any statement or invoice forming the basis of such claim. Such audit shall be conducted by the auditing Party's representative or auditor at the auditing Party's expense. 11.6 ALL DISPUTES ARISING UNDER THIS ARTICLE XI THAT ARE NOT OTHERWISE RESOLVED AS PROVIDED HEREIN SHALL BE SUBMITTED TO THE ALTERNATIVE DISPUTE RESOLUTION PROCEDURES AS SET FORTH IN ARTICLE XIII HEREOF. TO THE EXTENT THAT ANY SUCH UNRESOLVED DISPUTE HAS NOT BEEN SUBMITTED TO SUCH ALTERNATIVE DISPUTE RESOLUTION PROCEDURES WITHIN TWENTY-FIVE (25) MONTHS AFTER THE EVENT CAUSING THE DISPUTE IS DISCOVERED OR REASONABLY SHOULD HAVE BEEN DISCOVERED, THE PARTY ASSERTING THE CLAIM IN DISPUTE SHALL BE DEEMED TO HAVE WAIVED ANY SUCH CLAIM AND ALL RIGHTS HEREUNDER WITH RESPECT THERETO. 11.7 All payments will be made without set off or counterclaim; provided, however, that upon a Party's (the "defaulting Party") failure to make payment of undisputed amounts on the due date, the other party Party (the "non-defaulting Party") may, at its option and in its sole discretion, set off against any amounts owed to the defaulting Party, any amounts owed by the defaulting Party under this Agreement or otherwise. The obligations of the non-defaulting Party and the defaulting Party under this Agreement in respect of such amounts shall be deemed satisfied and discharged to the extent necessary to verify the accuracy of any statement, charge, computation or demand such set off. The non-defaulting Party will give the defaulting Party notice of any set off made under or pursuant this Section 11.7 as soon as practicable after the set off is made, provided that failure to this Agreement. Any statement give such notice shall be final as to all parties unless questioned within two (2) years after payment thereof has been madein no way affect the validity of the set off.

Billing and Payment. On 7.1 WINGAS UK will send to the Customer an invoice in respect of each Month for the provision of its services under this Agreement and the Customer shall pay each such invoice promptly, but not later than the Due Date. The invoice shall include a statement of: (i) the Quantities Delivered; (ii) the applicable Price; (iii) any applicable taxes, duties, levies or imposts; and (iv) any other amount owing by the Customer to WINGAS UK pursuant to this Agreement including but not limited to amounts due under Clause 4.3. Any payment made by the Customer under the Agreement shall be settled in pounds sterling. 7.2 If the Customer disputes in good faith any sum shown on an invoice, the Customer shall, within five (5) days of receiving that invoice, give notice to WINGAS UK of the amount in dispute and the reasons for the dispute. Without prejudice to Clause 8.1, the Customer shall make payment into the WINGAS UK Account on or before the fifteenth Due Date, subject to manifest errors, of the full amount shown in the invoice, whether disputed or undisputed. Payment shall be by permitting a direct debit and shall only be deemed to be received when all sums due have been received into the WINGAS UK Account in cleared funds. 7.3 If payment has not been received by WINGAS UK on or before close of business on the last of the Payment Days counting from the Due Date, WINGAS UK shall be entitled to charge interest at the rate of five percent (15th5%) per annum above one year LIBOR in pounds sterling compounded daily from that Day of each calendar month, Gatherer will render until payment is received and may prevent any proposed supplier transfer until payment is received in full. 7.4 WINGAS UK shall endeavour to Owner a statement setting forthuse the information obtained by reading meters where available at the time required and which is, in terms the opinion of Mcf's and MMBtu'sWINGAS UK, accurate. If the total quantity information required for charging purposes under this Agreement is not in the possession of Gas received hereunder as measured WINGAS UK at the Measurement Point appropriate time, WINGAS UK may make such estimates for charging purposes as may be necessary, taking into consideration the Customer’s Gas usage before and after the period of estimation, and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month Customer shall be obliged to and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer all invoices drawn up in accordance with such estimates. The Customer may submit its own reading which may be used for charging purposes if it is available at the time required and is, in the opinion of WINGAS UK, accurate and in the event that the Customer is in possession of a relevant read and is requested by wire transfer (according WINGAS UK to supply the details it shall promptly respond to any such request. When the required information becomes available following the use of an estimate, appropriate adjustments will be made to the instructions set forth in the applicable statement or invoice) the full amount payable according to invoice submitted by WINGAS UK after such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same information becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeavailable.

Billing and Payment. (a) On or before the fifteenth tenth (15th10th) Day day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time month during the term of this Agreement, Seller shall calculate the amount due and payable to Seller pursuant to this Article with respect to the preceding month (the "Calculation") and provide Gatherer an invoice ("Invoice") for such amount. The Calculation shall be provided to Narragansett and shall include sufficient detail for Narragansett to verify its formulation and computation. Calculations under this paragraph shall be subject to recalculation in accordance with Article 6 and shall be subject to adjustment (positive or negative) based upon such payment securities as may recalculation (a "Reconciliation Adjustment"). Seller shall promptly calculate the Reconciliation Adjustment upon receiving data described in Section 6.3 and shall include the adjustment, if any, in the next month's Invoice. An adjustment based upon a change in the quantity for an earlier month shall be acceptable multiplied by the Contract Rate for the month in which the adjustment is based. (b) Narragansett shall pay Seller any amounts due and payable on or before the later of the twentieth (20th) day of the month following the month of service or the fifteenth (15th) day after the Invoice is provided to Gathererthe Companies. In If all or any part of the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes dueInvoice remains unpaid, interest shall accrue thereon after but not including the Due Date and be payable to Seller on such unpaid amount at a rate per annum equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but above the Prime Rate in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made effect on the same Day as any change in such prime rate, Due Date. The Due Date for any period during which the same a Reconciliation Adjustment shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records Due Date of the Invoice in which it is included. (c) Each Party shall notify the other party to the extent necessary to verify the accuracy Party upon becoming aware of any statement, charge, computation an error in an Invoice or demand made under or pursuant to this AgreementCalculation and Seller shall promptly issue a corrected Invoice. Any statement Overpayments shall be final as to all parties unless questioned within two (2) years after payment thereof has been madereturned by the receiving Party upon request or deducted by the receiving Party from subsequent invoices, with interest accrued at the Interest Rate from the date of the receipt of the overpayment until the date paid or deducted.

Billing and Payment. On or before (a) As soon as reasonably feasible after the fifteenth (15th) Day expiration of each calendar monthLease Year, Gatherer Landlord will render furnish to Owner Tenant a statement setting forth, in terms of Mcf's showing the Expenses and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month Taxes for said Lease Year and the amount payable thereforof additional rent due to Landlord on account thereof for said Lease Year. AdditionallySaid statement may be amended by Landlord to reflect actual Taxes for said Lease Year when known. Tenant shall pay said additional rent as follows: (i) Tenant shall pay to Landlord the entire amount of said additional rent for the preceding Lease Year, less all payments theretofore made by Tenant on account thereof, within 30 days following receipt of such statement or amendment thereto; (ii) Tenant shall set forth pay to Landlord an amount equal to one-twelfth of said additional rent for the cumulative imbalance existing at the end preceding Lease Year for each month (or portion thereof) of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable Lease Year then elapsed, within 30 days following receipt of such statement or invoiceamendment thereto, less all payments theretofore made on account thereof, to apply towards anticipated additional rent for the current Lease Year; (iii) Tenant shall pay to Landlord an amount equal to one-twelfth of such additional rent for the full amount payable according to preceding Lease Year on the first day of each month following issuance of such statement on or before ten amendment thereto, until the statement for the current Lease Year is issued and the amount of such monthly payment is adjusted in accordance therewith, to apply towards anticipated additional rent for the current Lease Year; and (10iv) Days following Tenant shall pay to Landlord an amount equal to Landlord's reasonable estimate of such additional rent for the receipt thereof by Owner. In last Lease Year (which may not be finally determined until after termination of the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis Lease) within 30 days of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time being billed therefore during the term of this Agreementlast Lease Year, provide Gatherer with such payment securities as may be acceptable subject to Gatherer. In adjustment between the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount parties when the same becomes due, interest shall accrue thereon at a rate equal to additional rent for the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent last Lease Year is determinable. (2%b) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto Tenant or its representative shall have the right at all reasonable times to examine the Landlord's books and records at Landlord's principal offices with respect to the items in the foregoing statement of Expenses and Taxes during normal business hours at any time within thirty (30) days following the furnishing by Landlord to Tenant of such statement. Unless Tenant shall take written exception to any item within sixty (60) days after the furnishing of the other party to the extent necessary to verify the accuracy of any foregoing statement, charge, computation or demand made under or pursuant to this Agreement. Any such statement shall be considered as final as to all parties unless questioned within two (2) years after payment thereof has been madeand accepted by Tenant.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar 4.1 Each month, Gatherer will render RPP shall submit to Owner a statement setting forth, in terms of Mcf's and MMBtu's, RSM for payment an invoice reasonably detailing the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during amounts due under this Agreement for the immediately preceding Month and month. Such invoice shall be payable by RSM within thirty (30) days from the amount payable therefor. Additionally, date of such statement shall invoice unless RSM contests in good faith the amounts set forth in such invoice by giving written notice to RPP of such dispute within the cumulative imbalance existing at payment period, in which case RSM shall pay all amounts not in dispute within such 30 day period. 4.2 Within fifteen (15) days of the end of any month, RSM may request that RPP provide to RSM an accounting of all Service Fees, all collections, receipts and other remittances to RPP on account of the current MonthServices, and all expenses for the Services paid by RPP on behalf of RSM, in each case since the last accounting in accordance with this Article, if any. Owner agrees In the event that the results of any review conducted in accordance with this Article 4.2 indicates an underpayment by RSM or an overpayment to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to RPP, such statement on or before Party will, within ten (10) Days following days after completion of such review, reimburse the receipt thereof other Party for the full amount of any such underpayment or overpayment (without interest). 4.3 RPP’s preparation of Acquired Business financial reports along with other detailed closing schedules and reports, cash flow, net amounts due RPP, net amounts due RSM, and other information relating thereto may be reviewed by Owner. In RSM from time to time for consistency and accuracy during normal business hours at RSM’s cost by RSM or by an independent certified public accounting firm selected by RSM and reasonably acceptable to RPP; provided any such accounting firm reviewing the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner books and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect records subject to a Month review shall enter into a confidentiality agreement with RPP. 4.4 Any audit dispute between the Parties will be conclusively determined by an internationally recognized firm of certified public accountants mutually acceptable to the parties, and such determination will be at variance final and binding upon the parties. Each Party will pay fifty-percent (50%) of the costs of any such firm associated with the estimated quantity theretofore made audit dispute. 4.5 Notwithstanding the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term expiration or earlier termination of this Agreement, provide Gatherer with the Parties’ obligations to each other under this Article 4 regarding events or obligations occurring or arising during the Term shall survive such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder expiration or earlier termination until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madefulfilled.

Billing and Payment. On or before (a) TNB shall read the fifteenth (15th) Day Net Meter on a monthly basis for the measurement of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point Import Energy and the Equivalent Quantities of Gas delivered hereunder at Export Energy to determine the Delivery Point(s) during the immediately preceding Month Supplied Amount and the amount payable thereforGenerated Amount respectively. Additionally, such statement shall set forth the cumulative imbalance existing at the end The calculation of the current Month. Owner agrees to pay Gatherer by wire transfer (according to Supplied Amount and the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements Generated Amount shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as based on the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities guidelines as may be acceptable issued by the Suruhanjaya Tenaga. For the avoidance of doubt, if the Export Energy in any Billing Period exceeds the Maximum Allowable Quantity, then the Export Energy shall be capped at the Maximum Allowable Quantity for the purposes of determining the Generated Amount. (b) If, during any relevant Billing Period, the Supplied Amount exceeds the Generated Amount, then the Consumer shall be billed for an amount (in RM) equal to Gathererthe difference between (i) the sum of Supplied Amount and the appropriate charges and taxes and (ii) the Generated Amount and the appropriate taxes. In The bills rendered by TNB to the event Owner fails Consumer shall be paid by the Consumer within the stipulated period. (c) If, during any relevant Billing Period, the Generated Amount exceeds the Supplied Amount, then, subject to promptly provide payment securities acceptable the provisions of Clause 21(d) hereunder, the Consumer shall be entitled to Gatherer when requested by Gathererapportion the Differential Amount into no more than three (3) separate Designated Entities’ existing and valid accounts registered under each Designated Entity’s name for the purpose of setting off against electricity bills for the same Billing Period. Notwithstanding the above, Gatherer the Consumer shall pay any appropriate taxes and Owner agree that Gatherer may suspend its performance hereunder until charges (if any) in respect of the account is registered under the Consumer’s name. (d) For the avoidance of doubt, any balance of the apportioned amount in such time as Owner furnishes acceptable payment securities account of the Designated Entity (after setting off against electricity bills for the same Billing Period) shall be adjusted to Gatherer. zero and not carried forward to the following Billing Period. (e) In addition to all other remedies available to Gatherer, should Owner fail to pay the total payable amount as stated in any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, monthly bill for any period during which Billing Period as described under Clause 21(b) and Clause 21(c), the same shall Consumer may be overdueimposed with a grid fixed charge and the appropriate taxes as provided in this Contract, such interest to be paid when the amount past due is paid. Each party hereto or its representative if any. (f) Notwithstanding anything hereinbefore mentioned, TNB shall have the right to impose the NEM Monthly Minimum Charge in the event the monthly total charge for the difference between the Import Energy and the Export Energy is less than the stipulated amount in the Tariff Book. (g) TNB shall have the right to impose or levy a surcharge at the rate as prescribed under the Act on the outstanding amount calculated until the date of full payment. (h) The Consumer shall be liable for electricity bills issued by TNB including any unpaid amount insofar as the account is registered under the Consumer’s name regardless of any consumption of electricity by any third party. (i) The Consumer shall be responsible to repay the amount in the bills rendered by TNB including any other relevant charges for any invalid payment made by the Consumer such as false credit card, bounced cheque and any other invalid payment. (j) In the event the Consumer fails to make payments as required under this Clause 21, TNB shall have the right to disconnect the Renewable Energy System from TNB’s system and/or the supply of electricity to the Premises or any other premises which is registered under the Consumer’s name. (k) The Consumer shall be liable for any arrears of electricity bill and/or loss suffered by TNB by reason of dishonest consumption of electricity supply in all reasonable times to examine circumstances in accordance with the books and records provisions of the other party Act. (l) TNB shall have the right to make adjustment and update of Consumer’s account whenever necessary. (m) TNB shall be entitled to set off any amount due to it under this Contract against any sums due and payable to the extent necessary to verify Consumer under the accuracy terms of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeContract.

Billing and Payment. On or before 9.1 The Bank will send to the fifteenth (15th) Day of each calendar monthEmployer, Gatherer will render to Owner monthly, individual Statements for all issued Cards and Virtual Cards and a statement setting forthconsolidated Statement detailing, in terms of Mcf's and MMBtu'sinter alia, the total quantity amount outstanding in respect of Gas received hereunder as measured at the Measurement Point all Cardholder Accounts and the Equivalent Quantities Due Date. The Employer shall settle the outstanding balance of Gas delivered hereunder at the Delivery Point(s) during Card Accounts as they falls due. 9.2 The Bank will send to the immediately preceding Month Cardholder, monthly, a Statement detailing the amount outstanding on the Card Account and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements Due Date. 9.3 The Bank shall be rendered by Gatherer entitled not to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, send a Statement in each instance in which the actual quantity received or delivered hereunder with respect to of a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, Card Account for any period during which that Card Account is inactive. 9.4 Each of the same Cardholder and the Employer shall inspect, examine and verify the correctness of the Statement and inform the Bank, within fourteen (14) days of the date of the Statement, of any discrepancy, irregularity or error in the Statement. If the Bank does not receive any such notification, the Statement shall be overduedeemed correct and shall be conclusive and binding as against the Cardholder and the Employer Provided Always that the Bank shall be entitled at any time and without any liability whatsoever to rectify any discrepancy, such interest irregularity or error in the Statement. 9.5 The Employer shall make payment of the Closing Balance, which must be received by the Bank by close of business on the Due Date. Where the Employer requests that the Bank do so, the Bank shall accept payment from Cardholders acting on behalf of the Employer, in settlement of amounts shown on any Statement. If no payment is made by close of business on the Due Date, a late payment fee shall be levied. 9.6 If the Bank does not receive full payment of the Closing Balance by the close of business on the Due Date, the Employer shall be liable to pay a finance charge on the amounts unpaid. 9.7 Notwithstanding and without prejudice to the other provisions of this Agreement, the Employer shall immediately make payment of the total amount outstanding upon demand by the Bank made at any time. 9.8 The Bank is entitled in its discretion to apply any payment of credit in any order of priority and in any manner as it deems fit, notwithstanding any specific appropriation by the Employer or any other person making the payment. 9.9 All payments made or to be paid when made by the amount past due Employer under this Agreement shall be made in full without any deduction or withholding (whether in respect of set off, counterclaims, duties, taxes, charges or otherwise) unless the deduction or withholding is paid. Each party hereto or its representative required by law, in which event the Employer shall have the right at all reasonable times to examine the books and records of the other party forthwith pay to the extent necessary to verify Bank such additional amount so that the accuracy of any statement, charge, computation net amount received by the Bank will equal the full amount which would have been received by the Bank had no such deduction or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has withholding been made. 9.10 No claim by the Employer or the Cardholder against any Merchant may be the subject of setoff or counter-claim against the Bank.

Billing and Payment. On or before the fifteenth (15tha) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu'sAfter rendering Services hereunder, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, Party rendering such statement Services shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according submit an invoice to the instructions set forth other Party by facsimile transmission describing such Services with reasonable specificity, the amounts due in respect of such Services and such other information and detail as may be mutually agreeable to the applicable statement or invoice) the full amount payable according to such statement on or before Parties. By not later than ten (10) Days following after the other Party's receipt thereof of such invoice, such other Party shall pay the Party delivering the invoice all amounts due for Services rendered in immediately available funds via wire transfer (or other mutually agreeable manner) into an account designated by Ownerthe invoicing Party. In If the event such quantities are estimated for Day on which any periodpayment is due is not a Business Day, corrected statements then the relevant payment shall be rendered due upon the immediately preceding Business Day, except if such payment due date is a Sunday or Monday, then the relevant payment shall be due upon the immediately succeeding Business Day. (b) If CPC or WPC should fail to remit any amounts in full when due as required hereunder, or if any adjustments are made under this Agreement, including, without limitation, adjustments as the result of the conclusion of any audits or as a result of the resolution of a billing dispute, interest on the unpaid portion shall accrue from the date upon which such payment should have been made hereunder until paid in full at the Base Rate. All such accrued interest shall be added to the amount reflected as being owed hereunder by Gatherer to Owner and paid by Owner either CPC or refunded or credited by GathererWPC, as the case may be, on the next invoice or by separate invoice. (c) If a good-faith dispute arises as to the amount payable in each instance any statement, the amount not in dispute shall be paid. If either Party elects to withhold any payment otherwise due as a consequence of such good-faith dispute, the withholding Party shall provide the other Party with written notice of its reasons for withholding payment, and shall simultaneously place the disputed amount into an escrow account at a mutually acceptable commercial bank, pending resolution of the dispute. Any such dispute shall be resolved in accordance with the alternative dispute resolution procedures set forth in Article 11. The performance of both Parties under this Agreement shall continue pending the outcome of such procedures. If it is subsequently determined, whether by mutual agreement of the Parties or otherwise, that the withholding Party is required to pay all or any portion of the disputed amounts to the other Party, the withholding Party, in addition to paying over such amounts, shall also pay interest accrued on such amounts from the original due date until paid, at the Base Rate. (d) No retroactive adjustments may be made for any overcharge or under-charge after a period ending twenty-four (24) Months from the end of the Month in which the actual quantity received invoice for the Services forming the basis of the overcharge or delivered hereunder undercharge was rendered or not rendered, as the case may be, unless a claim for such adjustment shall have been presented prior to the end of such period. Any payment with respect to a Month retroactive adjustment shall be determined include an amount equal to be interest on all amounts past due, from the date such amounts should have been paid until the date of their payment, at variance with the estimated quantity theretofore made Base Rate, except in instances where neither Party knew or could have known that the basis overcharge or undercharge occurred, in which case interest on such amounts shall accrue at the Base Rate from the date of billing and demand for payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gathereramounts are paid. (e) Either Party, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal upon notice in writing to the prime rate from time to time in effect and charged by the Citibankother, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times hours to examine audit the books accounts and records relating to the accounting or billing under the provisions of any article hereof; provided, however, that the auditing Party must take written exception to and make claim upon the other Party for all discrepancies disclosed by said audit within twenty-four (24) Months of the rendition of any statement or invoice forming the basis of such claim. Such audit shall be conducted by the auditing Party's representative or auditor at the auditing Party's expense. (f) All payments will be made without setoff or counterclaim; provided, however, that upon a Party's (the defaulting Party) failure to make payment of undisputed amounts on the due date, the other party Party (the non-defaulting Party) may, at its option and in its discretion, setoff against any amounts owed to the defaulting Party any amounts owed by the defaulting Party under this Agreement or otherwise. The obligations of the non-defaulting Party and the defaulting Party under this Agreement in respect of such amounts shall be deemed satisfied and discharged to the extent necessary to verify the accuracy of any statement, charge, computation or demand such setoff. The non-defaulting Party will give the defaulting Party notice of any setoff made under or pursuant this Section 7.2(f) as soon as practicable after the setoff is made provided that failure to this Agreement. Any statement give such notice shall be final as to all parties unless questioned within two not offset the validity of the setoff. (2g) years after payment thereof has been made.ALL DISPUTES ARISING UNDER THIS ARTICLE 7 THAT ARE NOT OTHERWISE RESOLVED AS PROVIDED HEREIN SHALL BE SUBMITTED TO THE ALTERNATIVE DISPUTE RESOLUTION PROCEDURES AS SET FORTH IN ARTICLE 11

Billing and Payment. (a) The Credit Agent shall on or before the fifth (5th) Business Day of each month deliver to the Borrowers xxxxxxxx for interest due and payable for the immediately preceding month on Advances. On or before the fifteenth tenth (15th10th) Business Day of each calendar month, Gatherer will render the Borrowers shall pay to Owner a statement setting forth, in terms the Credit Agent the full amount of Mcf's interest and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during fees billed for the immediately preceding Month month. (b) All payments made on account of the Obligations shall be made by the Borrowers to the Credit Agent for distribution to the Lenders, except for Balance Deficiency Fees, which shall be made directly to the applicable Lender, fees payable to the Credit Agent for its own account or for the account of the Collateral Agent, and Letter of Credit fees payable to LaSalle. All payments made on account of the amount Obligations shall be made without setoff or counterclaim, free and clear of and without deduction for any taxes, fees or other charges of any nature whatsoever imposed by any taxing authority, and must be received by the Credit Agent by 12:00 noon on the day of payment, it being expressly agreed and understood that if a payment is received after 12:00 noon by the Credit Agent such payment will be considered to have been made on the next succeeding Business Day and interest thereon shall be payable therefor. Additionally, such statement shall set forth by the cumulative imbalance existing Borrowers at the end then applicable rate during such extension. No principal payments resulting from the sale of Pledged Mortgages or Pledged Securities shall be deemed to have been received by the Credit Agent until the Collateral Agent has also received the Notice required under Section 2.9(i) hereof. All payments shall be made in lawful money of the current MonthUnited States of America in immediately available funds transferred via wire to accounts designated by the Credit Agent from time to time. Owner agrees If any payment required to pay Gatherer be made by the Borrowers hereunder becomes due and payable on a day other than a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest shall be payable on Advances so extended at the then applicable rate during such extension. (c) All amounts received by Credit Agent on account of the Obligations (except amounts received in respect of fees or expenses payable hereunder to the Credit Agent or the Collateral Agent for their own accounts or amounts payable to the Swingline Lender for Swingline Advances) shall be disbursed to the Lenders by wire transfer (according to on the instructions set forth in date of receipt if received by the Credit Agent by the applicable statement deadlines for payment thereof as specified in Section 2.16(b) hereof, or invoice) if received later, by 12:00 noon on the full amount next succeeding Business Day, without any interest payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeCredit Agent thereon.

Billing and Payment. On The electric supply services you purchase from Sunwave under this Agreement will either be included in your Utility monthly xxxx (“Consolidated Billing”), along with the Utility’s delivery charges, any other Utility charges and state and local taxes, or before you will be Dual Billed, at Sunwave’s discretion, and sent a separate xxxx from Sunwave, for its charges to supply your electricity and the fifteenth applicable portion of state and local taxes (15th) Day “Dual Billing”), and a separate xxxx from your Utility for its charges and the applicable portion of each calendar monthstate and local taxes. If billed via Consolidated Billing, Gatherer your payment will render be due to Owner a statement setting forththe Utility by the date specified in the xxxx. If you do not pay your xxxx in full by the due date, you will be subject to the Utility’s late payment policies and procedures, including imposition of late fees, interest and other charges as described in terms of Mcf's and MMBtu'sthe Utility’s filed tariff(s). If Dual Billed, the total quantity of Gas received hereunder you may also be liable for cost recovery fees if Sunwave must terminate your account for failure to pay. If billed via Dual Billing, Sunwave will invoice you monthly for electricity supplied under this Agreement, as measured by the Utility. Your Utility’s current standard service rate is [rate] which is effective until [end date]. [Your Utility’s standard service rate from [next rate period] will be [new rate]]. By enrolling for electric supply with Sunwave, you do not pay this standard service rate. Change in Usage and On-site Generation: You hereby represent and warrant that any and all renewable energy or net metering at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees your home and/or with respect to pay Gatherer by wire transfer (according to the instructions any account location set forth in this Agreement has been disclosed to Sunwave in writing and accounted for, and you covenant and agree to promptly notify Sunwave if, subsequent to the applicable statement effective date hereof, you add, remove, increase or invoice) decrease renewable energy or net metering at your home and/or with respect to any account location set forth in this Agreement. You further represent and warrant that your electric requirements for your home and each of the full amount payable according accounts set forth in this Agreement shall not increase or decrease sufficiently to such statement on or before ten (10) Days following the receipt thereof by Ownertrigger a utility rate classification change. In the event of such quantities are estimated a change, Sunwave may charge the Fixed Xxxxx, xxxx you for any period, corrected statements shall be rendered by Gatherer increased costs to Owner and paid by Owner serve your account or refunded or credited by Gatherer, as terminate the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeAgreement without penalty.

Billing and Payment. On 10.1 Processor shall render a statement each Month to Gatherer for the preceding Month of delivery which shall indicate the quantity of Gatherer’s Gas received at the Receipt Point, Plant Products extracted and saved at the Plant and attributable to Gatherer’s Gas, Residue Gas attributable to Gatherer’s Gas and redelivered at the Delivery Point, and Processing Fees and T Fees due Processor. Processor shall render such statement to Gatherer on or before the fifteenth (15th) last Day of each calendar monthMonth following the Month of delivery in accordance with the measurement, computation and fee provisions provided for in this Agreement. Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement Processor on or before ten (10) Days the last Day of the Month following the Month in which such gas was received; provided, however, if Gatherer has not received an invoice prior to the 20th Day of such Month then Gatherer shall pay Processor within 15 Days of Gatherer’s receipt thereof of such invoice. Payment to Processor shall be made by Ownerelectronic funds transfer in immediately available U.S. funds. In the event Gatherer should be due any payment from Processor as provided in this Agreement, Processor shall deduct such quantities are estimated for amounts from any period, corrected statements shall be rendered amounts owed by Gatherer to Owner Processor and paid by Owner or refunded or credited by Gathererinclude such deductions on the invoice to Gatherer applicable for such period. Should the value due Gatherer be in excess of the amount due Processor, as Processor shall pay to Gatherer any positive differential owed Gatherer before the case may be, in each instance last Day of the Month following the Month in which such gas was received by Processor at the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. Receipt Point. 10.2 In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested an error is discovered in the amount contained in any statement rendered by GathererProcessor, Gatherer and Owner agree such error shall be adjusted within thirty (30) Days of the determination thereof; provided, that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest no adjustment shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on unless a claim is made therefor within twenty-four(24) Months from the same Day as any change date of such statement in such prime rate, for any period during which the same error. 10.3 Processor and Gatherer shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall each have the right to examine, after execution of a confidentiality agreement, at all reasonable times to examine but no more frequently than once during any twelve (12) Month period, the books books, records and records charts of the other party to the extent necessary to verify or audit the accuracy of any statement, chargeinvoice, xxxx, chart or computation or demand made under or pursuant to this Agreement. Any statement Notwithstanding the provisions of the immediately-preceding sentence of this Section 10.3 or any other provisions of this Agreement, following any notification(s) of “uneconomic operation,” as that term is defined in Article 9, above, and at all times during an “Uneconomic Period,” as that term is defined in Exhibit C hereof, Gatherer shall have the right of examination and audit provided for in this Section 10.3; provided, however, that the separate and distinct right of examination and audit “at all times” during an Uneconomic Period provided for in this Section 10.3 shall extend to only those books, records, charts, statements, invoices, bills and computations, and that information and data, reasonably relating to the cause, declaration, existence, continuation, and duration of, and the operational considerations pertaining to, the particular Uneconomic Period in question. The rights of examination and audit provided for in this Section 10.3 shall be final as in addition to any and all parties unless questioned within other rights of examination, review, audit or otherwise that Gatherer and Processor, or either of them, may have under applicable law and/or the other provisions of this Agreement, including the Exhibits attached hereto. 10.4 Processor and Gatherer shall each preserve for a period of at least two (2) years after all test data, meter records, charts and other similar records. 10.5 Gatherer shall protect, indemnify and hold Processor harmless from and against all claims by other parties for any payment thereof has been mademade by Processor to Gatherer for Gatherer’s Gas processed hereunder.

Billing and Payment. 4.1 On or before the fifteenth (15th) Day day of each calendar month, Gatherer will render VGPC shall submit to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) Citizens an invoice for services performed during the immediately preceding Month and month. 4.2 Citizens shall pay the amount payable therefor. Additionally, such statement shall set forth amounts invoiced by the cumulative imbalance existing at the end twenty-fifth (25th) day of the current Month. Owner agrees to pay Gatherer each month in which said invoice is received by wire transfer (according to the instructions set forth in the applicable statement Citizens or invoice) the full amount payable according to such statement on or before within ten (10) Days following days of Citizens' receipt of VGPC's invoice. 4.3 Should Citizens fail to pay all of the receipt thereof by Owner. In the event amount of any invoice as herein provided when such quantities are estimated amount is due, Citizens shall pay a charge for any period, corrected statements late payment which shall be included by VGPC on the next regular monthly invoice rendered hereunder. Such charge for late payment shall accrue interest at an annual rate equivalent to the then current Chase Manhattan Bank prime interest rate plus two percent (2%), but not to exceed the maximum rate permitted by Gatherer law. If such failure to Owner pay continues for thirty (30) days after payment is due, VGPC, in addition to any other remedy it may have, may suspend further injections and/or withdrawals of gas for Citizens' account until such amount is paid; provided, however, that if Citizens, in good faith, disputes the amount of any such invoice or part thereof and paid pays to VGPC such amounts as Citizens concedes to be correct, and, at any time thereafter within thirty (30) days of a demand made by Owner VGPC, furnishes a good and sufficient surety bond in an amount and with sureties satisfactory to VGPC conditioned upon the payment of any amounts ultimately found due upon such invoices after a final determination, which may be reached either by agreement or refunded or credited by Gathererjudgment of the courts, as the case may be, then VGPC shall not be entitled to suspend further injections and/or withdrawals of gas unless and until default be made in each instance in which the actual quantity received conditions on such bond or delivered hereunder with respect to there is a Month shall be determined to be at variance with subsequent default under the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term conditions of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. agreement. 4.4 In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time overcharge or undercharge in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same form whatsoever shall be overduefound within twenty four (24) months from the date a billing discrepancy occurs, such interest to be paid when the appropriate party shall refund the amount past due is paidof overcharge or pay the amount of undercharge within thirty (30) days after the final determination of the 4 amount overcharged or undercharged has been made. Each party Any overcharge or undercharge found after such twenty four (24) months shall be deemed waived by both parties. 4.5 Both parties hereto or its representative shall have the right right, at any and all reasonable times times, to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to . 4.6 It is expressly understood that VGPC retains a landlord's lien against the personal property of Citizens stored hereunder for the recovery of any and all parties unless questioned within two (2) years after payment thereof has been madeamounts which may become due and payable under this agreement.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner Xxxxx agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may beSeller a standard monthly account service fee, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested an amount established by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate Seller from time to time as part of Seller's standard terms and conditions applicable to that category of Seller's customers who are similarly situated to Buyer. Except for special offers that are specifically identified by Seller as having extended payment terms, the terms of payment for merchandise purchased from Seller shall be as set forth in Seller's current standard terms and conditions that are in effect at the time of acceptance by Seller of Buyer's order. Seller shall furnish Buyer with written or electronic notice of any changes in its standard terms and charged by conditions in advance of the Citibankeffective date of the change, N.A.as more fully provided in Paragraph 15 below. Subject to Xxxxx's right to withhold payment in good faith for disputed line items as more fully provided below, New YorkXxxxx agrees to pay all amounts invoiced or shown as currently due on Seller's billing statements or invoices promptly on or before the due date. If this Agreement terminates, New Yorkor if Xxxxx's account with Seller becomes past due, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as entire balance remaining under any change in such prime rate, for any period during which the same extended payment terms shall be overdue, such interest to be automatically accelerated and become immediately due and payable by Buyer upon receipt of Seller's invoice therefor. Xxxxx agrees that all amounts not paid when due shall accrue a late payment service charge in accordance with Seller's then-current standard terms and conditions. Any credits issued by Seller to Buyer shall be processed in accordance with Seller's internal procedures and posted to Buyer s account and billing statements. Under no circumstances shall Buyer be entitled to take any offsets against or deduct any chargebacks from billing statements from Seller, except as follows in the case of a good faith billing dispute with respect to particular billing line items. In the case of such a dispute, Xxxxx shall promptly notify Seller of the details of the dispute. Following this notification, Xxxxx shall be entitled to withhold payment of the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party disputed billing line item(s) without penalty while Xxxxxx investigates the matter during the following sixty (60) days. Buyer shall cooperate in the investigation by allowing Xxxxxx to inspect any documents or merchandise relating to the extent necessary to verify dispute. At the accuracy conclusion of any statementits investigation, chargeSeller shall either adjust Buyer's account for the disputed items, computation or demand made under or pursuant to this Agreement. Any statement shall furnish Buyer with an explanation of the reasons if an adjustment will not be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On Billing and Payment - Seller shall render to Buyer, at the ------------------- address indicated in Section 15.5 hereof, on or before the fifteenth (15th) Day day of each calendar monthmonth by certified, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) registered or overnight mail an invoice for all gas purchased during the immediately preceding Month month according to the measurements, computations, and the amount payable thereforprices provided herein. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner Buyer agrees to pay Gatherer make payment hereunder to Seller for its account in available funds by wire transfer or by mail at such location as Seller may from time to time designate in writing. Payment shall be made by Buyer within the later of (according to the instructions set forth in the applicable statement or invoicea) the full amount payable according to such statement on twenty-fifth (25th) of the month or before (b) ten (10) Days following days of the date of receipt thereof by Owner. In the event such quantities are estimated for any periodof Seller's invoice; provided that if Tennessee's billing schedule changes in either of their tariffs, corrected statements shall be rendered by Gatherer then Buyer will pay Seller on an earlier date to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance coincide with the estimated quantity theretofore made earlier of when payments are due to Tennessee under the basis Firm Transportation Contracts. If the invoiced amount is not paid when due, then interest on any unpaid amount shall accrue at the then current prime rate of billing interest as published under "Money Rates" by the Wall Street Journal, not to exceed any applicable maximum lawful rate together with any court costs, attorney's fees and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during all other costs of collection which Seller may incur in enforcing the term terms of this Agreement. If such default continues for thirty (30) days after written notice from Seller to Buyer, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer Seller may suspend its performance gas deliveries hereunder until such time as Owner furnishes acceptable payment securities without liability and without prejudice to Gathererother remedies. In addition to all other remedies available to GathererNotwithstanding the above, should Owner fail to pay any amount when if a good faith dispute arises between the same becomes due, interest shall accrue thereon at a rate equal to Parties over the prime rate from time to time in effect and charged by amounts due under the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, invoice for any period matters, other than any reimbursement for the demand or reservation charges under the Firm Transportation and Storage Contracts, then Buyer will pay that portion of the statement not in dispute on or before the due date and both Parties will continue to perform their obligations under this Agreement during which the same shall such dispute; provided that Buyer will be overduerequired to provide, such interest within 30 days of a written request by Seller, a good and sufficient surety bond guaranteeing payment to be paid when Seller of the amount past due is paidultimately found due. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.12 <PAGE> <PAGE>

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer Service Provider will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer Service Provider by wire transfer transfercheck (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer Service Provider to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to GathererGathererService Provider, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. 4.1 On or before the fifteenth (15th) Day day of each calendar month, Gatherer will render VGPC shall submit to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) UCG an invoice for services performed during the immediately preceding Month and the amount payable thereforpreceeding month. Additionally, such statement In no event shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to UCG pay Gatherer by wire transfer (according for any services prior to the instructions set forth facilities being completed and available for use. 4.2 UCG shall pay the amounts invoiced by the twenty-fifth (25th) day of each month in the applicable statement which said invoice is received by UCG or invoice) the full amount payable according to such statement on or before within ten (10) Days following days of UCG's receipt of VGPC's invoice. 4.3 Should UCG fail to pay all of the receipt thereof by Owner. In the event amount of any invoice as herein provided when such quantities are estimated amount is due, UCG shall pay a charge for any period, corrected statements late payment which shall be included by VGPC on the next regular monthly invoice rendered hereunder. Such charge for late payment shall accrue interest at an annual rate equivalent to the then current Chase Manhattan Bank prime interest rate plus two percent(2%), but not to exceed the maximum rate permitted by Gatherer law. If such failure to Owner pay continues for thirty (30) days after payment is due, VGPC, in addition to any other remedy it may have, may suspend further injections and/or withdrawals of gas for UCG's account until such amount is paid; provided, however, that if UCG, in good faith, disputes the amount of any such invoice or part thereof and paid pays to VGPC such amounts as UCG concedes to be correct, and, at any time thereafter within thirty (30) days of a demand made by Owner VGPC, furnishes a good and sufficient surety bond in an amount and with sureties satisfactory to VGPC conditioned upon the payment of any amounts ultimately found due upon such invoices after a final determination, which may be reached either by agreement or refunded or credited by Gathererjudgement of the courts, as the case may be, then VGPC shall not be entitled to suspend further injections and/or withdrawals of gas unless and until default be made in each instance the conditions on such bond or there is a subsequent default under the conditions of this agreement. 4.4 in which the actual quantity received event any overcharge or delivered hereunder with respect to a Month undercharge in any form whatsoever shall be determined to be at variance with found within twenty-four (24) months from the estimated quantity theretofore made date a billing discrepancy occurs, the basis appropriate party shall refund the amount of billing and payment hereunderovercharge or pay the amount of undercharge within thirty (30) days after the final determination of the amount overcharged or undercharged has been made. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with Any overcharge or undercharge found after such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent twenty-four (2%24) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same months shall be overdue, such interest to be paid when the amount past due is paid. Each party deemed waived by both parties. 4.5 Both parties hereto or its representative shall have the right right, at any and all reasonable times times, to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to . 4.6 It is expressly understood that VGPC retains a landlord's lien against the personal property of UCG stored hereunder for the recovery of any and all parties unless questioned within two (2) years after payment thereof has been madeamounts which may become due and payable under this agreement.

Billing and Payment. 12.1 On or before the fifteenth forty-fifth (15th45th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at after the end of each Month, Buyer shall deliver to Sellers a statement showing the current Monthamount due Sellers for (a) the aggregate MMBtu's delivered during the Month in question, and (b) Daily Underlift Quantities, if any, occurring during said Month as provided in Section 4.5. Owner agrees Further, all statements covering the last Month of a Contract Year during the Contract Period will also show the amount, if any, owing by Buyer to Sellers for any Annual Underlift Quantity occurring during such Contract Year as provided in Section 4.3 hereof. All statements will show calculations and adjustments used to arrive at the stated amount due. With each statement, Buyer shall pay Gatherer to Sellers the amount due to Sellers as shown thereon. It is expressly understood that Buyer shall have the right, subject to Section 12.5 below, to deduct, as a setoff, in any of its payments to Sellers hereunder any liquidated damages or other amounts that may be owed by Sellers to Buyer. All payments by Buyer will be rendered to Sellers' Representative by wire transfer (according to a bank account specified by Sellers' Representative to Buyer in writing. Sellers' Representative shall be responsible for distributing all amounts thereof due to the instructions set forth in the applicable statement or invoice) the full amount payable according other Sellers. Any payment by Buyer to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements Sellers' Representative shall be rendered by Gatherer discharge Buyer from liability to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder all Sellers with respect to a Month the amount so paid. All Sellers other than Sellers' Representative shall be determined look solely to be at variance with the estimated quantity theretofore made the basis Sellers' Representative for payment of billing and payment hereunder. Owner shall, if requested their applicable shares of any amounts paid to Sellers' Representative by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner Buyer. 12.2 Should Buyer fail to pay any uncontested amount when the same becomes due, then interest thereof shall accrue thereon at a rate equal to the prime rate per annum in effect from time to time in effect and charged by at the Citibank, N.A.Chase Manhattan Bank, New York, New YorkNY, plus two five percent (25%) per annumannum from the due date until the date payment is made. 12.3 In the event of a disagreement concerning any invoice, Buyer shall pay all amounts that are not in dispute in a timely manner as outlined above and immediately notify Sellers of the amount of and reasons for the dispute. Buyer and Sellers agree to enter into good faith negotiations to resolve the dispute. If the dispute is not resolved within thirty (but 30) Days after the date the payment which is the subject of the dispute would have been due pursuant to Section 12.1 above, the matter shall be submitted to arbitration as provided in Article XX. 12.4 Absent fraud, payment statements, credit and debit notes may be corrected or modified only if, within seven hundred thirty (730) Days after receipt thereof, the Party that disputes the payment statement, credit, or debit note serves written notice of such dispute on the other Party. If no event greater than such notice is served on the maximum rate of interest permitted by law) with adjustments other Party in such rate time frame, the payment statement, credits or debit notes shall, absent fraud, be deemed correct and accepted by the other Party. 12.5 If Buyer withholds payment of a disputed amount, and if it is ultimately determined through negotiations of the Parties or through arbitration, that Buyer owes Sellers some or all of such withheld amount, Buyer shall pay to Sellers, together with the amount so found to be made on owing, interest thereon at the same Day rate as provided in Section 12.2 from the date same would have been due if not placed into dispute until the date actually paid; provided, that if Buyer's withholding of the amount in question was due to a good-faith mistake or dispute, then such interest rate shall be the Chase Manhattan Bank prime rate per annum in effect from time to time without the five percent (5%) addition thereto provided for in Section 12.2. Similarly, if it is ever determined by negotiations of the Parties or through arbitration, that Buyer has overpaid any change in such prime rateamounts to Sellers, for any period during which Sellers shall pay to Buyer, together with a refund of the amount so found to be overpaid, interest thereon at the same rate as provided in Section 12.2 from the date the overpayment was made by Buyer until the date actually refunded to Buyer by Sellers; provided, that if Buyer's overpayment was due to a good-faith mistake or dispute, then such interest rate shall be overdue, such interest the Chase Manhattan Bank prime rate per annum in effect from time to be paid when time without the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two five percent (25%) years after payment thereof has been madeaddition thereto provided for in Section 12.2.

Billing and Payment. On or before 4.1 Each month during the fifteenth (15th) Day of each calendar monthTerm, Gatherer will render SkyMall shall submit to Owner a statement setting forth, in terms of Mcf's and MMBtu's, Connexions for payment an invoice reasonably detailing the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during amounts due under this Agreement for the immediately preceding Month and month. Such invoice shall be payable by Connexions within fifteen (15) days from the amount payable therefor. Additionally, date of such statement shall set forth invoice unless Connexions contests in good faith the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions amounts set forth in such invoice by giving written notice to SkyMall of such dispute within the applicable statement or invoicepayment period, in which case Connexions shall pay all amounts not in dispute within such fifteen (15) day period. 4.2 In the full amount payable according to such statement on or before event that a review of invoices for amounts paid by Connexions indicates an overpayment by Connexions for Services, SkyMall will, within ten (10) Days days after completion of such review to the reasonable satisfaction of SkyMall, reimburse Connexions for the full amount of any such overpayment. 4.3 If either Party believes that there has been a material change in the quantity or quality of Services being delivered, they may request a review by the Steering Committee of the monthly Service Fee to make revisions to Section 3.1 and/or Exhibit A in accordance with such change. (a) During the Term prior to the opening of a new bank account for the Acquired Business, no later than 5:00 p.m. Arizona time on each Thursday, SkyMall shall provide to Connexions an accounting of all collections, receipts and other remittances received by SkyMall on account of the Acquired Business and all expenses for the Acquired Business paid or to be paid by SkyMall within the next seven days on behalf of the Acquired Business since the last accounting in accordance with Exhibit A hereto. With such accounting, SkyMall shall identify the net amount due SkyMall or Connexions. If the net amount is due to Connexions, SkyMall shall remit to Connexions by 12:00 p.m. Arizona time on the immediately following Friday the net amount due Connexions by wire transfer. If the net amount is due to SkyMall, Connexions shall remit to SkyMall the net amount due SkyMall by 12:00 p.m. Arizona time on the immediately following Friday by wire transfer unless Connexions contests in good faith the amounts set forth in such accounting by giving written notice to SkyMall of such dispute within the payment period, in which case Connexions shall pay all amounts not in dispute by 12:00 p.m. Arizona time on the immediately following Friday. (b) During the Term following the receipt thereof opening of new bank account(s) for the Acquired Business, the excess of all collections, receipts and other remittances received by OwnerSkyMall on account of the Acquired Business over all expenses for the Acquired Business paid or to be paid by SkyMall by 5:00 p.m. Arizona time Thursday of the then current week on behalf of the Acquired Business will be remitted to the Acquired Business bank account(s) by wire transfer at the close of business each day. During such period, no later than 5:00 p.m. Arizona time on each Thursday, SkyMall shall provide to Connexions an accounting of all collections, receipts and other remittances to SkyMall on account of the Acquired Business and all expenses for the Acquired Business paid or to be paid by SkyMall within the next seven days on behalf of the Acquired Business since the last accounting in accordance with Exhibit A hereto. With such accounting, SkyMall shall identify the net amount due SkyMall. If there is a net amount due SkyMall, Connexions shall remit to SkyMall the net amount due SkyMall by 12:00 p.m. Arizona time on the immediately following Friday by wire transfer unless Connexions contests in good faith the amounts set forth in such accounting by giving written notice to SkyMall of such dispute within the payment period, in which case Connexions shall pay all amounts not in dispute by 12:00 p.m. Arizona time on the immediately following Friday. 4.5 SkyMall’s supporting documentation used in the preparation of Acquired Business financial reports along with other detailed closing schedules and reports, net amounts due SkyMall, net amounts due Connexions, and other information relating thereto may be reviewed and copied by Connexions no more than monthly for consistency and accuracy during normal business hours by Connexions or by an independent certified public accounting firm selected by Connexions and reasonably acceptable to SkyMall; provided any such accounting firm reviewing or copying the books and records subject to a review shall enter into a confidentiality agreement with SkyMall. Connexions will provide reasonable notification as to its intent to perform such review under agreeable terms and conditions with SkyMall. 4.6 In the event that the results of any review conducted in accordance with Section 4.5 indicate an underpayment by Connexions or an overpayment by SkyMall to Connexions, Connexions will, within ten (10) days after completion of such quantities review, pay SkyMall the full amount of any such underpayment or overpayment. Any payment not made by Connexions within such ten (10) day period shall bear interest from the completion of such review through the date of payment at a fluctuating interest rate that is equal to the rate of interest from time to time announced in The Wall Street Journal under the “Money Rates” section as the “prime rate”. 4.7 In the event that the results of any review conducted in accordance with Section 4.2 and/or 4.5 indicate an over billing by SkyMall or underpayment by SkyMall for amounts due Connexions, SkyMall will, within ten (10) days after completion of such review, pay Connexions the full amount of any such overbilling or underpayment. Any payment not made by SkyMall within such ten (10) day period shall bear interest from the completion of such review through the date of payment at a fluctuating interest rate that is equal to the rate of interest from time to time announced in The Wall Street Journal under the “Money Rates” section as the “prime rate”. 4.8 Any audit dispute between the Parties will be conclusively determined by an internationally recognized firm of certified public accountants jointly selected by Seller and Purchaser or, if Seller and Purchaser are estimated for any periodunable to agree within five Business Days, corrected statements shall be rendered then such internationally recognized independent public accounting firm jointly selected by Gatherer Seller’s and Purchaser’s independent accountants within five Business Days thereafter (the “CPA Firm”). Seller and Purchaser each agree to Owner and paid by Owner or refunded or credited by Gathererpromptly sign an engagement letter, in commercially reasonable form, as may reasonably be required by the case may beCPA Firm. The CPA Firm shall, acting as experts in each instance in which the actual quantity received or delivered hereunder with respect to accounting and not as arbitrators, determine on a Month shall be determined to be at variance basis consistent with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term requirements of this Agreement, provide Gatherer and only with respect to the audit dispute so submitted, whether and to what extent the audit requires adjustment. Seller and Purchaser shall request the CPA Firm to use its commercially reasonable efforts to render its final written determination within 30 days after such payment securities as may firm’s engagement. The final written determination of the CPA Firm shall be acceptable based only on the written submissions by Seller and Purchaser, provided that Seller and Purchaser shall make reasonably available to Gatherer. In the event Owner fails CPA Firm, upon the CPA Firm’s request, all relevant books and records, any workpapers (including those of the parties’ respective accountants) and supporting documentation relating to promptly provide payment securities acceptable to Gatherer when the applicable audit and all other items reasonably requested by Gatherer, Gatherer and Owner agree the CPA Firm (provided that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities they shall contemporaneously provide a copy to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party of any materials requested by, and provided to, the CPA Firm). None of Seller, Purchaser or any of their respective Affiliates shall have any ex parte communications or meetings with the CPA Firm regarding the subject matter hereof without the other party’s prior written consent. The final written determination shall be made in strict accordance with the terms of this Agreement, without regard to principles of equity. The CPA Firm’s determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller or Purchaser with respect thereto. The CPA Firm’s final written determination shall be conclusive and binding upon Seller and Purchaser. All fees and disbursements of the CPA Firm shall be borne by Seller and Purchaser in proportion to the extent necessary to verify amounts by which their respective calculations of the accuracy audit differ from the audit as finally determined by the CPA Firm. 4.9 Notwithstanding the expiration or earlier termination of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement , the Parties’ obligations to each other under this Article 4 regarding events or obligations occurring or arising during the Term shall be final as to all parties unless questioned within two (2) years after payment thereof has been madesurvive such expiration or earlier termination until fulfilled.

Billing and Payment. On Seller shall invoice Buyer semimonthly for coal delivered. Payment shall be made by check or before wire transfer, due within twenty (20) days after the fifteenth (15th) Day date of each calendar monthinvoice; provided that Buyer may withhold payment of the portion of any invoice which is the subject of a bona fide dispute under the provisions of this Agreement. Checks and wire transfers shall be made to Seller's account as follows: Wire Transfer: Bank: FIRST SECURITY BANK OF UTAH ABA No.: 000000000 Account No.: ** Account Name: Spring Creek Coal Company 18 *CONFIDENTIAL TREATMENT REQUESTED* Check: Account Name: Spring Creek Coal Company Account No: ** Address: P.0. Xxx 00000 Xxxx Xxxx Xxxx, Gatherer will render Xxxx 00000-0000 The details of this account shall, from time to Owner a statement setting forthtime, be notified in terms of Mcf's and MMBtu's, writing to Buyer. All amounts due for which payment is not timely made shall bear interest from the total quantity of Gas received hereunder as measured date on which payment became due at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable thereforthen prevailing prime interest rate quoted by Xxxxxx Guaranty Trust Company plus 2 percent per annum. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements All invoiced amounts shall be rendered by Gatherer subject, however, to Owner subsequent adjustment wherever this Agreement specifically so provides, and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder no interest shall be payable to either party with respect to the amounts of such adjustments. If payment is not made when due, Seller may give Buyer written notice of such past due payment. Three (3) days after such notice is effective, pursuant to Section 10.07, Seller may suspend deliveries until the invoice, including any interest, has been paid. If the invoice is not paid within fifteen (15) days after Seller's notice becomes effective, Buyer's failure to make payment when due shall constitute a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term material breach of this AgreementAgreement by Buyer, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gathererand Seller may, Gatherer and Owner agree that Gatherer may suspend at its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherersole option, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to cancel this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On (a) As promptly as practicable after the commencement of each Month during the Term, Georgia Power shall send Oglethorpe Power an invoice stating the amounts due from Oglethorpe Power for Territorial Control Area Services (Article XI), Non-Territorial Control Area Services (Article XIV), Energy Imbalance Service (including Back-Up Capacity Charges, Commitment Costs and credits and payments associated with hourly surpluses and deficits, respectively) (Article XII), the Pseudo Resource Energy Charges and Credits (Article X), the Monthly CSA Implementation Fee (Section 16.1) and the Monthly CSA Administration Fee (Section 16.2), together with any other amounts then due by Oglethorpe Power to Georgia Power or (except for amounts covered by Section 17.2) by Georgia Power to Oglethorpe Power pursuant to the provisions of this Agreement. Georgia Power will provide Oglethorpe Power, along with such invoices, all supporting data necessary to compute the above quantities, subject to the confidentiality provisions of Article XV, in electronic form, as it is available to Georgia Power from time to time. (b) All such invoices showing a net amount due from Oglethorpe Power to Georgia Power shall be due and payable on or before the fifteenth tenth (15th10th) Day after Oglethorpe Power's receipt of each calendar monthsuch notice. If such tenth (10th) Day after Oglethorpe Power's receipt is not a banking Day, Gatherer will render then payment shall be due on the next succeeding banking Day. Oglethorpe Power shall make payment to Owner a statement setting forthGeorgia Power in accordance with such invoices on or before the date due in immediately available funds through wire transfer of funds or other means acceptable to Georgia Power. If Oglethorpe Power does not make any of the payments referenced above on or before such tenth (10th) Day, then interest shall be added to the overdue payment, from the date such overdue payment was due until such overdue payment together with interest is paid, which interest shall accrue in simple interest terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured per annum at the Measurement Point and Interest Rate defined herein. (c) In the Equivalent Quantities of Gas delivered hereunder at event the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions calculation set forth in the applicable statement or invoiceSection 17.1(a) the full shows a net amount due from Georgia Power to Oglethorpe Power, Oglethorpe Power shall send an invoice to Georgia Power in that amount. Such invoice shall be due and payable according to such statement on or before ten the tenth (1010th) Days following the Day after Georgia Power's receipt thereof by Ownerof such notice. In the event If such quantities are estimated for any periodtenth (10th) Day after Georgia Power's receipt is not a banking Day, corrected statements then payment shall be rendered by Gatherer due on the next succeeding banking Day. Georgia Power shall make payment to Owner and paid by Owner Oglethorpe Power in accordance with such invoices on or refunded before the date due in immediately available funds through wire transfer of funds or credited by Gathererother means acceptable to Oglethorpe Power. If Georgia Power does not make any of the payments reflected above on or before such tenth (10th) Day, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month then interest shall be determined added to be at variance with the estimated quantity theretofore made overdue payment, from the basis of billing and date such overdue payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder was due until such time as Owner furnishes acceptable overdue payment securities to Gatherer. In addition to all other remedies available to Gatherertogether with interest is paid, should Owner fail to pay any amount when the same becomes due, which interest shall accrue thereon in simple interest terms per annum at the Interest Rate defined herein. (d) Oglethorpe Power agrees that Georgia Power may render invoices pursuant to Section 17.1(a) stating the aggregate net amount required pursuant to said Section 17.1(a) based wholly or partially upon preliminary data. If Georgia Power elects to render such a rate equal preliminary invoice, Georgia Power shall provide for an adjustment in the subsequent Month's invoice reflecting a true-up to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate actual data of interest permitted by law) with adjustments in such rate all calculations based upon preliminary data. Any payment required to be made by Oglethorpe Power to Georgia Power or by Georgia Power to Oglethorpe Power to reflect such adjustment shall be made concurrently with the next Month's payment pursuant to Section 17.1(b) or 17.1(c), as appropriate. Neither Oglethorpe Power nor Georgia Power shall owe interest to the other on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made such adjustment calculated under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeSection 17.1(d).

Billing and Payment. On (a) Seller shall read the Seller's metering equipment at the Dedicated Unit at midnight (24:00 hours) Central Prevailing Time on the last Day of each Month, unless otherwise mutually agreed by the Parties. Seller shall prepare and render to Purchaser within five (5) Business Days after the end of each Billing Period a statement detailing the meter reading and Seller's calculation of the payments due to Seller for such Billing Period; provided that Purchaser, at its own cost and expense, shall have the right to monitor and witness such readings. (b) Payment for the Reservation Payment, Energy Payment, Replacement Power Fuel Payment, Start-Up Payment and any Tracking Account balance or any other amount owed by Purchaser for each Billing Period shall be made by wire transfer of funds immediately available in an account of Seller designated in accordance with Section 22.4 on or before the later of the fifteenth (15th) Day following receipt by Purchaser of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of McfSeller's and MMBtu's, invoice or the total quantity of Gas received hereunder as measured at first Business Day following the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(snineteenth (19th) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end Day of the current Month. Owner agrees Payment for any Tracking Account Balance or any other amount owed by Seller to pay Gatherer Purchaser for each Billing Period shall be made by wire transfer (according to the instructions set forth of funds immediately available in the applicable statement or invoice) the full amount payable according to such statement an account of Purchaser designated in accordance with Section 22.4 on or before ten the later of the fifteenth (1015th) Days Day following receipt by Purchaser of Seller's invoice or the first Business Day following the receipt thereof nineteenth (19th) Day of the Month. (c) If either Party in good faith disputes the accuracy of a xxxx, the Parties shall use their best efforts to resolve the dispute in accordance with Section 20.1. Any adjustments which the Parties may subsequently agree to make with respect to any such billing dispute shall be made by Ownera credit or additional charge on the next xxxx rendered. If the Parties are unable to resolve the dispute in this manner, any amounts disputed on subsequent bills for the same reason may thereafter be withheld pending final resolution of the dispute in accordance with Section 20.2, provided that any undisputed amount shall be promptly paid. In the event the disputed amount is in excess of $500,000, the Party owing such quantities are estimated amount shall (i) provide for any period, corrected statements shall be rendered by Gatherer the benefit of the other Party Credit Support with terms reasonably satisfactory to Owner and paid by Owner the other Party in the amount of such disputed payment or refunded or credited by Gatherer, as (ii) deposit the case may be, full amount of such disputed payment in each instance an escrow account on terms acceptable to such other Party. Upon resolution of the dispute in which the actual quantity received or delivered hereunder accordance with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may any amounts held in escrow shall be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal paid to the prime rate from time to time Party in effect and charged by whose favor the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madedispute was resolved.

Billing and Payment. On Merchant will pay Curb the amounts due hereunder as set forth herein. The amounts payable by Merchant to Curb hereunder do not include any excise, sales, use, value-added or before other taxes, and therefore are subject to increase in the fifteenth amount of any such taxes (15thexcluding any tax on Curb’s net income) Day that Curb may be required to collect or pay as a result thereof. Any amount which is not paid by Merchant when due hereunder shall bear a late fee at the rate of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less, and Merchant shall reimburse Curb for its cost and expenses (including reasonable attorneys fees and court or arbitration costs) incurred in connection with its attempts to collect any overdue amounts. Unless otherwise stated elsewhere herein or in a Supplemental Agreement, on a monthly basis, Curb will provide Merchant with an invoice for any amounts due and payable by Merchant to Curb hereunder or under any Supplemental Agreements, which invoices will be distributed to Merchant via email. Five (5) days or more following the date of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu'sinvoice, the total quantity amount of Gas received hereunder as measured such invoice shall be debited from Merchant’s designated bank account via an ACH transaction. Merchant shall keep Curb apprised of any changes in its primary email address for delivery of invoices or the appropriate account for ACH debits; provided that Merchant represents and warrants that it will be duly entitled and empowered to authorize ACH debits from any such bank account designated for ACH debits at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) all times during the immediately preceding Month and the amount payable therefor. Additionally, which such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Ownerbank account is so designated. In the event such quantities are estimated for any periodCurb is unable to successfully debit Merchant’s account, corrected statements shall Merchant will be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis charged an insufficient funds fee of billing and payment hereundertwenty-five dollars ($25.00). Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner If Merchant fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, or if for any period during which other reason Curb is not satisfied with the same shall creditworthiness of Merchant, then, in addition to (and without prejudice of) any other rights and remedies available to Curb at law, in equity, under contract (including without limitation, these Terms of Use), or otherwise, Curb will be overdue, such interest entitled to be paid when the amount past due is paid. Each party hereto withhold or its representative shall have the right at suspend Merchant’s access to and/or use of any or all reasonable times to examine the books and records of the other party CurbPay Services until Merchant reestablishes its creditworthiness to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeCurb’s reasonable satisfaction.

Billing and Payment. On 12.4.1 For each Billing Period during the Delivery Term, Seller shall submit to Buyer an invoice for any amounts due from Buyer to Seller pursuant to this Agreement, with any amounts denominated in US Dollars under this Agreement stated in US Dollars, and with any amounts denominated in Naira under this Agreement stated in Naira. 12.4.2 Any undisputed portion of the payments shown in such invoice as due to Seller shall be paid by Buyer in Naira on or before the fifteenth (15th) Business Day of each calendar monthfollowing the Day the invoice is delivered to Buyer, Gatherer will render with any amount denominated in US Dollars in the invoice converted from US Dollars to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured Naira at the Measurement Point Exchange Rate on the date of payment. 12.4.3 Buyer shall have the right to review an invoice or statement prepared by Seller, and if it disagrees with the Equivalent Quantities determination of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable thereforunder such invoice or statement, may request clarification and substantiation of such invoice or statement. Additionally, Buyer shall use its Reasonable Endeavours to review invoices promptly and notify Seller of an error it believes to exist in such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before invoice within ten (10) Business Days following of becoming aware of such error. 12.4.4 Where Buyer disputes an invoice or any portion thereof, it shall declare a Dispute and refer the receipt thereof by Owner. In the event such quantities are estimated same for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, determination in each instance in which the actual quantity received or delivered hereunder accordance with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term Clause 21 of this Agreement. If any invoice or any portion thereof is disputed by Buyer, provide Gatherer Buyer shall pay the portion of the invoice that is not disputed and withhold the disputed portion until any Dispute in relation thereto is determined in accordance with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time dispute resolution provisions in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate Clause 21 of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. this Agreement. 12.4.5 Each party hereto or its representative Party shall have the right to set off against any amounts payable by it to the other Party hereunder any and all amounts then due and payable to it by the other Party hereunder. Such rights of setoff shall relate only to amounts payable by the Parties under this Agreement and only to amounts that are then due and payable to and by a Party and not to any amounts which have been disputed by the Party against whom such amounts are claimed in accordance with the terms of this Agreement. 12.4.6 Buyer shall pay interest at all reasonable times the Agreed Interest Rate (Local) on any unpaid amounts invoiced in Naira and due and payable under this Clause 12.4 from the date payment was due, up to examine and including the books date on which payment is made, except in circumstances where Buyer disputes an invoice or any portion thereof, and records any Dispute referred in relation thereto is resolved in its favour (in which case interest shall not apply in respect of the other party amount that was resolved in Buyer’s favour). 12.4.7 Buyer shall pay interest at the Agreed Interest Rate (Foreign) on any unpaid amounts invoiced in US Dollars and due and payable under this Clause 12.4 from the date payment was due, up to and including the extent necessary to verify date on which payment is made, except in circumstances where Buyer disputes an invoice or any portion thereof, and any Dispute referred in relation thereto is resolved in its favour. 12.4.8 Where Buyer disputes an invoice or any portion thereof and the accuracy Dispute referred in relation thereto is resolved in favour of any statementSeller, charge, computation or demand made under or pursuant to this Agreement. Any statement Xxxxx shall be final as to all parties unless questioned within two (2) years after payment thereof promptly pay the disputed portion that has been maderesolved in Seller’s favour with interest thereon at the Agreed Interest Rate (Foreign) or Agreed Interest Rate (Local), as applicable.

Billing and Payment. On 11.1 By not later than thirty (30) days following the month NGLs are produced in a gas processing or before fractionation plant operated by Dynegy or fifteen (15) Business Days after Dynegy's receipt of the fifteenth (15th) Day Operator's Statement or other applicable statements covering delivery of each calendar month, Gatherer will render the NGLs to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder Dynegy at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. AdditionallyPoints, such statement shall set setting forth the cumulative imbalance existing at required actual (as opposed to estimated) volume information, or ten (10) days following the end of the current Month. Owner agrees month in which NGLs are sold in the situation where a Netback Price is applicable, Dynegy shall provide Texaco with a statement setting forth the volumes of NGLs received, the price or Netback Price, as applicable, of such NGLs, the amount due Texaco for such NGLs, and such other information and detail as may be mutually agreeable to pay Gatherer the Parties, along with payment for such NGLs, which shall be remitted by wire transfer (according of funds into an account designated by Texaco. If the day on which any payment is due is not a Business Day, then the relevant payment shall be due upon the immediately preceding Business Day, except if such payment due date is a Sunday or Monday, then the relevant payment shall be due upon the immediately succeeding Business Day. Dynegy's statements rendered hereunder shall itemize separately the NGLs owned by Four Star, controlled by TNGI, and sold under this Agreement. TNGI shall provide to Dynegy, on a timely basis, such information as may be necessary to facilitate preparation of such itemized statements. 11.2 If either Party should fail to remit any amounts in full when due as required hereunder, or if any adjustments are made under this Agreement, including, without limitation, adjustments as the result of the conclusion of any audits or as a result of the resolution of a billing dispute, interest on the unpaid portion shall accrue from the date upon which such payment should have been made hereunder until paid in full at the Base Rate. All such accrued interest shall be added to the instructions set forth in the applicable statement amount reflected as being owed hereunder by either Dynegy or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer18 Texaco, as the case may be, on the next invoice or by separate invoice. In addition, if Dynegy falls to pay any amount due, as reflected in each instance Dynegy's statement, within ten (10) days after the due date, or if Dynegy fails to provide a statement as required by Section 11. 1 above, Texaco shall have the right, upon written notice to Dynegy, to (i) immediately suspend any further deliveries of NGLs until such statement has been provided and all amounts due, including interest at the Base Rate, have been paid, and (ii) to provide notice to Dynegy that this Agreement shall terminate if such statement is not provided and the payment default has not been cured within sixty (60) days after the date such written notice is received by Dynegy. 11.3 If a good faith dispute arises as to the amount payable in any statement, the amount not in dispute shall be paid. If either Party elects to withhold any payment otherwise due as a consequence of the good faith dispute, the withholding Party shall provide the other Party with written notice of its reasons for withholding payment, and shall simultaneously place the disputed amount into an escrow account at a mutually acceptable commercial bank, pending resolution of the dispute. Any such dispute shall be resolved in accordance with the dispute resolution procedures of Article XIII. The performance of both Parties under this Agreement shall continue pending the outcome of such procedures. If it is subsequently determined, whether by mutual agreement of the Parties or otherwise, that the withholding Party is required to pay all or any portion of the disputed amounts to the other Party, the withholding Party, in addition to paying over such amounts, shall also pay interest accrued on such amounts from the original due date through the date actually paid, at the Base Rate. 11.4 No retroactive adjustments may be made for any overcharge or undercharge after a period ending twenty-four (24) months from the end of the month in which the actual quantity received NGL invoice or statement forming the basis of the overcharge or undercharge was delivered hereunder or not delivered, as the case may be, unless a claim for such adjustment shall have been presented prior to the end of such period. Any payment with respect to a Month retroactive adjustment shall be determined include an amount equal to be interest on all amounts past due from the original due date through the date actually paid at variance with the estimated quantity theretofore made Base Rate, except in instances where neither Party knew that the basis of billing and payment hereunder. Owner shallovercharge or undercharge occurred, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, in which case interest shall accrue thereon at a rate equal run from the date of demand for payment. 11.5 Either Party, upon notice in writing to the prime rate from time to time in effect and charged by the Citibankother, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times reasonable' hours to examine audit the books accounts and records of the other party Party, and any relevant records of third parties as to which a Party hereto has the right to grant access, relating to the accounting or billing under the provisions of any article hereof; provided, however, that the auditing Party must take written exception to and make claim upon the other Party for all discrepancies disclosed by said audit within twenty-four (24) months of the rendition of any statement or invoice forming the basis of such claim. Such audit shall be conducted by the auditing Party's representative or auditor at the auditing Party's expense. 11.6 ALL DISPUTES ARISING UNDER THIS ARTICLE XI THAT ARE NOT OTHERWISE RESOLVED AS PROVIDED HEREIN SHALL BE SUBMITTED TO THE DISPUTE RESOLUTION PROCEDURES AS SET FORTH IN ARTICLE XIII HEREOF. TO THE EXTENT THAT ANY SUCH UNRESOLVED DISPUTE HAS NOT BEEN SUBMITTED TO SUCH DISPUTE RESOLUTION PROCEDURES WITHIN TWENTY-FIVE (25) MONTHS AFTER THE EVENT CAUSING THE DISPUTE IS DISCOVERED OR REASONABLY SHOULD HAVE BEEN DISCOVERED, THE PARTY ASSERTING THE CLAIM IN DISPUTE SHALL BE DEEMED TO HAVE WAIVED ANY SUCH CLAIM AND ALL RIGHTS HEREUNDER WITH RESPECT THERETO. 11.7 All payments will be made without set off or counterclaim; provided, however, that upon a Party's (the "defaulting Party") failure to make payment of undisputed amounts on the due date, the other Party (the "non-defaulting Party") may, at its option and in its sole discretion, set off against any amounts owed to the defaulting Party, any amounts owed by the defaulting Party under this Agreement or otherwise. The obligations of the non-defaulting Party and the defaulting Party under this Agreement in respect of such amounts shall be deemed satisfied and discharged to the extent necessary to verify the accuracy of any statement, charge, computation or demand such set off. The non-defaulting Party will give the defaulting Party notice of any set off made under or pursuant this Section 11.7 as soon as practicable after the set off is made, provided that failure to this Agreement. Any statement give such notice shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.in no way affect the validity of the set off

Billing and Payment. Billing and payment for the Energy purchases by Buyer under this Agreement and for any other amounts due and payable by Buyer hereunder shall be as follows: (a) On or before the fifteenth tenth (15th10th) Day day of each calendar the month following a month in which transactions occur hereunder, Seller shall render an invoice (including the name of the Facility, Seller’s address and the contact information of the preparer) to Buyer showing the following for the preceding month, Gatherer will render as applicable: (1) The total amount of Delivered Energy during such month; (2) The total amount of Makeup Energy included in the Delivered Energy during such month, if any; (3) The total amount of Delivered Energy associated with Replacement Energy during such month, if any; (4) An accounting of the amount of the Guaranteed Annual Delivered Energy delivered as of such date for the applicable Contract Year and any new or made- up Shortfall Energy; (5) Excess Energy delivered during such month and billed pursuant Section 6.1(b) at the Excess Energy Price; (6) Seller’s reasonable calculation of the amount of Deemed Delivered Energy during such month and amounts owed by Buyer in accordance with Section 7.4(c); (7) The aggregate credits owed to Owner a statement setting forth, in terms Buyer for Forecasted Energy during such month pursuant to Section 6.1(c); (8) The amount of Mcf's Buyer’s Share of Facility Energy and MMBtu's, the Replacement Energy during such month; (9) Any other payments due to Buyer or Seller under this Agreement; (10) The total quantity of Gas received hereunder as measured at WREGIS Certificates Seller confirms to have been uploaded by Seller to the Measurement Point and the Equivalent Quantities WREGIS system during such month; and (11) The WREGIS Withholding Amounts that Buyer is entitled to withhold with respect to such month or that Buyer is required to release to Seller in accordance with Section 11.3. (12) Seller’s reasonable calculation of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, of Deemed Generated Energy during such statement month. (b) Monthly invoices shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according be sent to the instructions address set forth in the applicable statement Appendix C or invoicesuch other address as is provided by Buyer in writing. (c) the full amount payable according If required pursuant to such statement on or before ten Section 8.4, attestations of Environmental Attribute transfers to Buyer pursuant to Section 8.5(a) shall accompany monthly invoices. (10d) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance Confirmation of Seller’s compliance with the estimated quantity theretofore made the basis of billing terms and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term conditions of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest Agreement shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeaccompany monthly invoices.

Billing and Payment. On or before 3.1 The Affiliate shall pay the fifteenth Subscription Amounts for each month to the multi system operator (15thMSO) Day for the Pay Channels/Bouquets in accordance with the statement furnished to him by the multi system operator (MSO). The Subscription Amounts will be based on the bouquets/packages/channels and other services etc subscribed by the individual customer/subscriber. The gross subscription amount shall be shared between MSO and AFFILIATE as per the Interconnect Regulation of each calendar month30th April 2012 on a mutually agreed basis. The amount payable to LMO : A. For Only Basic Tier FTA and FTA channels and FTA bouquet: 45% of the net billed amount billed to the subscriber for that channel/bouquet. B. For the Pay Bouquet (including FTA Channels), Gatherer as per packages set out in Schedule B. de 3.2 The MSO invoice to Affiliate will render to Owner a statement setting forth, in terms contain the details of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point Pay Channel subscribers and the Equivalent Quantities amounts payable to the Affiliate. The MSO will generate bills from the SMS system on behalf of Gas delivered hereunder at Affiliate’s subscribers and handover the Delivery Point(ssame for further distribution and collection by the Affiliate. (i) during In case of pre-paid system the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end Affiliate could avail of the current Month. Owner agrees pre-paid facilities by payment in advance of the pre-paid amount for availing the services of recharge to pay Gatherer by wire transfer its Subscribers. (according to the instructions set forth ii) The multi system operator (MSO) shall give due notice of any change in the applicable statement price of any of the pay channels or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof bouquet of channels as may be prescribed by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gathererlaw, as the case may be. HARDWARE CHARGES 3.4 The Affiliate will also collect rent, in each instance in which installment and security deposit for the actual quantity received Hardware/STB or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities other amount as may be acceptable to Gatherer. In specified by the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when multi system operator (MSO) from the same becomes due, interest shall accrue thereon at a rate equal to the prime rate subscribers concerned from time to time and hand over the same to the multi system operator (MSO) without any deduction along with the CRF form duly filled. It is expressly clarified in effect this Agreement that MSO has the complete and charged absolute right to hold back the activation or commence the services to the Affiliate's customer/subscriber unless the duly completed CRF form is returned by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but Affiliate to the MSO within the prescribed time period. Monthly Billing and Collection: That MSO shall in no event greater than due course adopt the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during online system and shall thereafter lay down its procedures which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party duly informed to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement Affiliate and shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeincorporated by both the parties.

Billing and Payment. On (a) Mirant shall pay the Supplier Payment directly to the Suppliers. UPC shall cause the Suppliers to send invoices for amounts due directly to Mirant, provided that in each instance where a Supplier sends an invoice under any Unassigned Agreement directly to Mirant, Mirant shall provide a copy thereof to UPC within five (5) business days of Mirant's receipt of the invoice. UPC shall forward to Mirant all invoices under the Unassigned Agreements which it receives within five (5) business days of its receipt thereof, and shall be responsible for any interest or before penalties which Mirant may become liable for resulting from its inability to pay any such invoice when due if UPC fails to so forward any such invoice. UPC shall have no obligations with respect to such invoices or the fifteenth (15th) Day payment thereof other than with respect to Excluded Liabilities. Mirant shall remit payment of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, shown to be due on all such statement shall set forth invoices in accordance with the cumulative imbalance existing at the end requirements of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by OwnerUnassigned Agreements. In the event such quantities are estimated that Mirant receives credit from any Supplier for any periodamount relating to a period prior to the Effective Date, corrected statements Mirant shall promptly pay such amount to UPC, and in the event that any Supplier bills Mirant for any amount relating to a period prior to the Effective Date, Mirant shall promptly inform UPC and UPC shall be rendered by Gatherer responsible for the payment of such amount directly to Owner the Supplier in question and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with notifying Mirant that such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made. (b) Subject to any provisions in the Unassigned Agreements regarding UPC's right to dispute and withhold payments in good faith, which Mirant shall have the benefit of, Mirant shall make timely payments of all amounts due under the Unassigned Agreements and shall provide UPC with written notice regarding the amount and date of each such payment within five (5) business days of the date the payment is made. Without limiting the generality of the foregoing, Mirant shall solely bear any amounts in respect of interest or penalties incurred as a result of the failure of Mirant to remit payment in accordance with the requirements of the Unassigned Agreements. Mirant shall promptly notify UPC of any notice received from, or other action taken by, a Supplier or an owner to declare a default under any Unassigned Agreement. (c) Commencing on the Effective Date, UPC shall pay directly to Mirant the Entitlement Payment on the fifth (5th) day of each month following the month in which Mirant receives Capacity and Associated Energy from the Suppliers. Any Entitlement Payment due hereunder, but not paid as set forth herein, shall be subject to a late payment charge calculated at the Interest Rate, from the date payment is due until the date payment is made.

Billing and Payment. On or before the fifteenth (15th) Day of each calendar month, Gatherer Houston will render to Owner Xxxxxxx a statement setting forth, in terms of McfXxx's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point Receipt Points and the Equivalent Quantities quantity of Gas delivered hereunder at the Delivery Point(s) Points during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the previous Month's Metering Fee(s) due, if applicable, together with the previous Month's Scheduling Deviation and the applicable Scheduling Fee due, any Excess Imbalance existing and the applicable Imbalance Fee due, and the cumulative imbalance existing at the end of the current Month. Owner Xxxxxxx agrees to pay Gatherer Houston by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by OwnerXxxxxxx. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer Houston to Owner Shipper and paid by Owner Xxxxxxx or refunded or credited by GathererHouston, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner Shipper shall, if requested by Gatherer for good and reasonable cause Houston at any time during the term of this Agreement, provide Gatherer Houston with such payment securities as may be acceptable to GathererHouston. In the event Owner Xxxxxxx fails to promptly provide payment securities acceptable to Gatherer Houston when requested by GathererHouston, Gatherer Houston and Owner Xxxxxxx agree that Gatherer Houston may suspend its performance hereunder until such time as Owner Shipper furnishes acceptable payment securities to GathererHouston. In addition to all other remedies available to GathererHouston, should Owner Shipper fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative represen­tative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.. [Assume this will be affected by Enron On-line's payment procedures/structure/guidelines?]

Billing and Payment. Billing and payment for the Energy purchases by Buyer under this Agreement and for any other amounts due and payable by Buyer hereunder shall be as follows: (a) On or before the fifteenth tenth (15th10th) Day day of each calendar monththe month following a month in which transactions occur hereunder, Gatherer will Seller shall render one (1) invoice to Owner a statement setting forthBuyer showing the following: (1) Delivered Energy allocated to: (A) Delivered Guaranteed Generation to be credited toward the Guaranteed Annual Quantity for the applicable Contract Year, in terms including an accounting of Mcf's new or made-up Shortfall Energy and/or Replacement Energy. (B) Delivered Excess Energy billed pursuant to Appendix A. (2) Any Startup and MMBtu'sTest Energy billed pursuant to Appendix A. (3) Environmental Attributes billed pursuant to Appendix A based on Facility Metered Output. (4) Any reimbursement to Seller for Taxes and Operating Insurance premiums, and adjustments for actual Taxes and Operating Insurance premiums, pursuant to Section 3.1(h). (5) Any reimbursement to Buyer for the purchase of Replacement Energy. (b) Monthly invoices shall be based on meter readings, or if such readings are unavailable, the total quantity of Gas received hereunder as measured at best available data. (c) Monthly invoices shall be sent to the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall address set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to in Appendix C or such other address as is provided by Buyer in writing. (d) Buyer shall pay Gatherer such invoices rendered by Seller by wire transfer (according to the instructions accounts designated on the invoices rendered by Seller on or before the twenty-fifth (25th) day of the month or 15-days following their receipt. Bills or portions of bills which are not paid by the due date shall thereafter accrue an interest charge at the rate of one percent (1.0%) per month or the maximum rate permitted by law, whichever is less, from and including the date payment was due to but excluding the date such payment is made. Seller shall pay to Buyer any reimbursement owed to Buyer as set forth in Section 8.1(a)(5). (e) Attestations of Environmental Attribute transfers to Buyer shall accompany monthly invoices pursuant to Section 9.1(b). (f) In the applicable statement event any portion of any xxxx is in dispute, the disputed amount shall nonetheless be paid under protest when due. The Party hereto disputing a payment shall promptly notify the other Party in writing of the basis for the dispute. Disputes shall be discussed and resolved by the Authorized Representatives, who shall use their best efforts to amicably and promptly resolve the disputes, and any failure to agree shall be subject to resolution in accordance with Section 14.3. Upon resolution of any dispute, the required amount of payment or invoice) the full amount payable according to such statement on or before refund shall be paid within ten (10) Days following days after such determination, with interest accrued at the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis rate of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two one percent (21.0%) per annum, (but in no event greater than month or the maximum rate of interest permitted by law) with adjustments in , whichever is less, computed from and including the due date to but excluding the date such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due payment or refund is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.

Billing and Payment. On (a) Depositor agrees that all amounts due for storage and other services are payable to Xxxxxx at 0000 X. Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000. (b) Xxxxxxxxx agrees that all invoices are due upon presentation, without deduction or before setoff, within 30 days from the fifteenth (15th) Day date of each calendar monthinvoice. If any amounts due are not paid within said period, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured interest at the Measurement Point rate of 1.5% per month of the outstanding amount shall be added to the sum due, unless a billing dispute is resolved in favor of Depositor in which case the disputed amount and any interest collected thereon will be returned to the Depositor. (c) If Depositor disputes any portion of any invoice, Depositor shall notify Xxxxxx within thirty (30) days of the date of the invoice as to the amount disputed and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and reason that the amount payable thereforis disputed. Additionally, such statement shall set forth the cumulative imbalance existing at the end If Depositor does not notify Xxxxxx within 30 days of the current Month. Owner date of the invoice, Xxxxxxxxx waives the dispute and agrees to pay Gatherer by wire transfer (according the invoice in full. Any dispute as to the instructions set forth in amount of the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements invoice shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to resolved promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due once it is paid. Each party hereto Claims for loss or its representative shall have the right at all reasonable times to examine the books and records of the other party damage to the extent necessary to verify Goods shall not be deducted from the accuracy of any statementinvoices, charge, computation or demand made under or pursuant to this Agreement. Any statement but shall be final as handled separately. (d) Xxxxxxxxx agrees to pay, in the event its account becomes delinquent and is turned over to any attorney for collection, reasonable attorneys’ fees plus all parties unless questioned within two court and attendant collection costs, and any costs and fees incurred during mediation and/or arbitration. (2e) years after payment thereof has been madeNotwithstanding any provisions in this Agreement to the contrary, in the event Depositor orders the removal of all, or substantially all, Goods, from the Facility (later defined), including any series of orders for removal of Goods which would, in the reasonable judgment of Xxxxxx, result in the removal of all, or substantially all, Goods from the Facility, all charges must be paid in full before any Goods are removed from the Facility.

Billing and Payment. On or before 11.1 After delivery of Refinery Products hereunder, CPC shall submit a statement to WPC by facsimile transmission setting forth the fifteenth (15th) Day quantity of each calendar monthRefinery Product delivered to WPC. By not later than thirty (30) Days after the receipt of CPC's statement, Gatherer will render to Owner WPC shall provide CPC with a statement setting forthforth the price or Netback Price, in terms as applicable, of Mcf's and MMBtu'ssuch Refinery Products, the total quantity amount due CPC for such Refinery Products, and such other information and detail as may be mutually agreeable to the Parties, along with payment for such Refinery Products, which shall be remitted by wire transfer of Gas received hereunder as measured at funds into an account designated by CPC. If the Measurement Point and Day on which any payment is due is not a Business Day, then the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during relevant payment shall be due upon the immediately preceding Month and Business Day, except if such payment due date is a Sunday or Monday, then the relevant payment shall be due upon the immediately succeeding Business Day. 11.2 If CPC or WPC should fail to remit any amounts in full when due as required hereunder, or if any adjustments are made under this Agreement, including, without limitation, adjustments as the result of the conclusion of any audits or as a result of the resolution of a billing dispute, interest on the unpaid portion shall accrue from the date upon which such payment should have been made hereunder until paid in full at the Base Rate. All such accrued interest shall be added to the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer reflected as being owed hereunder by wire transfer (according to the instructions set forth in the applicable statement either CPC or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by GathererWPC, as the case may be, on the next invoice or by separate invoice. 11.3 If a good faith dispute arises as to the amount payable in each instance any statement, the amount not in dispute shall be paid. If either Party elects to withhold any payment otherwise due as a consequence of the good faith dispute, the withholding Party shall provide the other Party with written notice of its reasons for withholding payment, and shall simultaneously place the disputed amount into an escrow account at a mutually acceptable commercial bank, pending resolution of the dispute. Any such dispute shall be resolved in accordance with the alternative dispute resolution procedures of Article XIII. The performance of both Parties under this Agreement shall continue pending the outcome of such procedures. If it is subsequently determined, whether by mutual agreement of the Parties or otherwise, that the withholding Party is required to pay all or any portion of the disputed amounts to the other Party, the withholding Party, in addition to paying over such amounts, shall also pay interest accrued on such amounts from the original due date until paid, at the Base Rate. 11.4 No retroactive adjustments may be made for any overcharge or undercharge after a period ending twenty-four (24) Months from the end of the Month in which the actual quantity received Refinery Product invoice or statement forming the basis of the overcharge or undercharge was delivered hereunder or not delivered, as the case may be, unless a claim for such adjustment shall have been presented prior to the end of such period. Any payment with respect to a Month retroactive adjustment shall be determined include an amount equal to be interest on all amounts past due from the date of the initial payment at variance with the estimated quantity theretofore made Base Rate, except in instances where neither Party knew or could have known that the basis of billing and payment hereunder. Owner shallovercharge or undercharge occurred, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, in which case interest shall accrue thereon at a rate equal run from the date of demand for payment. 11.5 Either Party, upon notice in writing to the prime rate from time to time in effect and charged by the Citibankother, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times hours to examine audit the books accounts and records relating to the accounting or billing under the provisions of any article hereof; provided, however, that the auditing Party must take written exception to and make claim upon the other Party for all discrepancies disclosed by said audit within twenty-four (24) Months of the rendition of any statement or invoice forming the basis of such claim. Such audit shall be conducted by the auditing Party's representative or auditor at the auditing Party's expense. 11.6 All payments will be made without setoff or counterclaim; provided, however, that upon a Party's (the defaulting Party) failure to make payment of undisputed amounts on the due date, the other party Party (the non-defaulting Party) may, at its option and in its discretion, setoff against any amounts owed to the defaulting Party any amounts owed by the defaulting Party under this Agreement or otherwise. The obligations of the non- defaulting Party and the defaulting Party under this Agreement in respect of such amounts shall be deemed satisfied and discharged to the extent necessary to verify the accuracy of any statement, charge, computation or demand such setoff. The non-defaulting Party will give the defaulting Party notice of any setoff made under or pursuant this Section 11.6 as soon as practicable after the setoff is made provided that failure to this Agreementgive such notice shall not offset the validity of the setoff. 11.7 ALL DISPUTES ARISING UNDER THIS ARTICLE XI THAT ARE NOT OTHERWISE RESOLVED AS PROVIDED HEREIN SHALL BE SUBMITTED TO THE ALTERNATIVE DISPUTE RESOLUTION PROCEDURES AS SET FORTH IN ARTICLE XIII HEREOF. Any statement shall be final as to all parties unless questioned within two TO THE EXTENT THAT ANY SUCH UNRESOLVED DISPUTE HAS NOT BEEN SUBMITTED TO SUCH ALTERNATIVE DISPUTE RESOLUTION PROCEDURES WITHIN TWENTY-FIVE (225) years after payment thereof has been madeMONTHS AFTER THE EVENT CAUSING THE DISPUTE IS DISCOVERED OR REASONABLY SHOULD HAVE BEEN DISCOVERED, THE PARTY ASSERTING THE CLAIM IN DISPUTE SHALL BE DEEMED TO HAVE WAIVED ANY SUCH CLAIM AND ALL RIGHTS HEREUNDER WITH RESPECT THERETO.

Billing and Payment. On 11.1 Billing and Payment - Seller shall render to Buyer, at the ------------------- address indicated in Section 15.5 hereof, on or before the fifteenth (15th) Day day of each calendar monthmonth by certified, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) registered or overnight mail an invoice for all gas purchased during the immediately preceding Month month according to the measurements, computations, and the amount payable thereforprices provided herein. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner Buyer agrees to pay Gatherer make payment hereunder to Seller for its account in available funds by wire transfer or by mail at such location as Seller may from time to time designate in writing. Payment shall be made by Buyer within the later of (according to the instructions set forth in the applicable statement or invoicea) the full amount payable according to such statement on twenty-fifth (25th) of the month or before (b) ten (10) Days following days of the date of receipt thereof by Owner. In the event such quantities are estimated for any periodof Seller's invoice; provided that if Tennessee's billing schedule changes in either of their tariffs, corrected statements shall be rendered by Gatherer then Buyer will pay Seller on an earlier date to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance coincide with the estimated quantity theretofore made earlier of when payments are due to Tennessee under the basis Firm Transportation Contracts. If the invoiced amount is not paid when due, then interest on any unpaid amount shall accrue at the then current prime rate of billing interest as published under "Money Rates" by the Wall Street Journal, not to exceed any applicable maximum lawful rate together with any court costs, attorney's fees and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during all other costs of collection which Seller may incur in enforcing the term terms of this Agreement. If such default continues for thirty (30) days after written notice from Seller to Buyer, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer Seller may suspend its performance gas deliveries hereunder until such time as Owner furnishes acceptable payment securities without liability and without prejudice to Gathererother remedies. In addition to all other remedies available to GathererNotwithstanding the above, should Owner fail to pay any amount when if a good faith dispute arises between the same becomes due, interest shall accrue thereon at a rate equal to Parties over the prime rate from time to time in effect and charged by amounts due under the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, invoice for any period matters, other than any reimbursement for the demand or reservation charges under the Firm Transportation and Storage Contracts, then Buyer will pay that portion of the statement not in dispute on or before the due date and both Parties will continue to perform their obligations under this Agreement during which the same shall such dispute; provided that Buyer will be overduerequired to provide, such interest within 30 days of a written request by Seller, a good and sufficient surety bond guaranteeing payment to be paid when Seller of the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeultimately found due.

Billing and Payment. On or before a) You must pay all Fees for the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner a statement setting forth, Services in terms of Mcf's accordance with the rates and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall currency set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth out in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by OwnerOrder(s). In the event such quantities are estimated Other than where expressly provided for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of under this Agreement, provide Gatherer all Fees are non-refundable, non-cancellable and non-creditable. b) You will be billed the Fees in accordance with such payment securities the Order as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gathererfollows: (i) for Subscription Services, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records you must elect one of the other party to following billing cycle options: (1) a Monthly Plan, in which case you will be billed the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two applicable Fees monthly in advance; or (2) years an Annual Plan, in which case you will be billed the applicable Fees annually in advance; or (ii) for Services other than Subscription Services, you will be billed the applicable Fees in accordance with the payment milestones specified in your Order, or if none are specified, in advance upon submitting the relevant Order. Services other than Subscription Services may be charged on a “fixed-fee” or “time and materials” basis, as specified in the relevant Order. c) Your Order, and any other amounts owing to SafetyCulture will be billed using one of the following methods (as specified in your Order): (i) by direct debit of your credit card or debit card (Direct Debit), in which case you authorise SafetyCulture to debit you in the month prior to the commencement of the annual or monthly billing cycle (as applicable); (ii) by issuing an invoice in accordance with the billing cycle or payment milestones specified in your Order (Invoiced Payments). You must pay any Invoiced Payment within thirty (30) calendar days after the date of invoice; or (iii) by such other forms of payment thereof that SafetyCulture makes available on the Site, which may be subject to additional terms and conditions. d) If you dispute any invoice or charge that SafetyCulture has been madebilled you (acting reasonably and in good faith) you must notify SafetyCulture of the dispute without unreasonable delay. e) You are responsible for any duties, customs fees, or taxes (other than SafetyCulture’s income tax) associated with the supply of the Services or any other goods or services provided by SafetyCulture to you, including any VAT, GST or other applicable sales tax, and any related penalties or interest (Taxes), and you will pay SafetyCulture for the Services without any withholding for Taxes. If SafetyCulture is required to collect or pay Taxes, the Taxes will be invoiced to you. You must provide SafetyCulture with any information SafetyCulture reasonably requests to determine whether SafetyCulture is obliged to collect Taxes from you, including your relevant Tax identification number.

Billing and Payment. On 4.1 Seller shall render bills, on or before about the fifteenth fifth (15th5th) Day day of each calendar month, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas for all gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and month. Buyer shall pay Seller at its payment address or at any other address designated by Seller, within twenty (20) days of the receipt of the bills for the gas delivered hereunder during the preceding month. 4.2 Should Buyer f ail to pay all of the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements shall be rendered by Gatherer to Owner and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as may be acceptable to Gatherer. In the event Owner fails to promptly provide payment securities acceptable to Gatherer bill xx provided herein when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest on the unpaid portion shall accrue thereon at a rate equal to the lesser of the then current prime interest rate from time to time in effect and plus 2% as charged by the CitibankThe Chase Manhattan Bank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than N. A. to its most favored customers or the maximum rate of interest permitted by law) with adjustments in such rate to be made on legal rate, from the date when payment is due until the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto If Buyer f ails to pay any portion of a bill xxxn the same is due, Seller, in addition to any other remedy it may have, may suspend further delivery of gas until the amount is paid provided, however, that if Buyer in good faith shall dispute the amount of any bill xx part thereof and shall pay to Seller all undisputed amounts and, at any time thereafter upon thirty (30) days demand therefor by Seller, shall furnish Seller a good and satisfactory surety bond in an amount and with a surety satisfactory to Seller, guaranteeing payment to Seller of the disputed amount remaining due (after a final determination is reached by agreement, or its representative through arbitration), then Seller shall not be entitled to suspend further delivery of gas on the disputes because of which deliveries were suspended unless default shall be made by Buyer or the surety on the bond. 4.3 If it shall be found that at any time or times Buyer has been overcharged or undercharged in any manner whatsoever and Buyer shall have actually paid the right at all reasonable times to examine bills containing the books and records of overcharge or undercharge, then within thirty (30) days after the other party to final determination thereof, Seller shall re fund the extent necessary to verify the accuracy amount of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement overcharge without interest and Buyer shall be final as to all parties unless questioned within two (2) years after payment thereof has been made.pay the amount of any

Billing and Payment. On or before the fifteenth (15th) Day Provider shall perform all billing tasks except for actual submission of each calendar monthclaims to Payors, Gatherer will render to Owner including, without limitation, acquiring pre-authorization for such services if pre-authorization is required by a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable thereforPayor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer by wire transfer (according Except to the instructions extent other required under the Payor Agreement, Provider shall submit completed Clean Claims to LIBERTY IPA, and not to a Payor directly. In order to meet this requirement, Provider shall provide to LIBERTY IPA an accurate and detailed description of all Covered Services rendered to Members by completing either (i) an electronic data interchange (EDI) submission in accordance with the Provider Manual, or an American Dental Association (ADA) claim form. Provider shall submit claims to LIBERTY IPA within the claim submission time frame required by applicable law.. Provider hereby acknowledges and agrees that it will submit all claims via LIBERTY IPA’s billing system and software; provided, however, LIBERTY IPA reserves the right to change the procedure as it deems appropriate or efficient. Provider shall comply with all applicable Clean Claim requirements, as more fully set forth in the Provider Manual. Provider’s failure to submit a Clean Claim, subject to the claim correction and resubmission procedures set forth in the Provider Manual and applicable statement law, forfeits Provider’s right to payment on that claim unless the failure was the result of a catastrophic event, as determined by LIBERTY IPA, that substantially interfered with the Provider’s normal business operations. LIBERTY IPA shall not be responsible for the performance of billing tasks, except that it shall submit to the Payor claims provided by Provider that are considered Clean Claims, as set forth herein. LIBERTY IPA may, but shall not be obligated to, submit claims to Payors, or invoice) the full amount payable according to such statement on pay Provider, for Covered Services that Payor required pre- authorization or before ten (10) Days following the receipt thereof by Ownerreferral, and where Provider did not appropriately meet Payor requirements. In the event such quantities are estimated for any periodthat LIBERTY IPA and/or Payor makes an incorrect payment or an overpayment, corrected statements shall be rendered by Gatherer or in the event that a Payor requires LIBERTY IPA to Owner and refund certain amounts already paid by Owner or refunded or credited by GathererLIBERTY IPA to Provider for Covered Services provided, as the case may be, in each instance in Provider hereby agrees to refund and/or reimburse such amounts (less any fees) to LIBERTY IPA within thirty (30) business days of receipt of notice (which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with such payment securities as notice may be acceptable to Gatherermade via email) from LIBERTY IPA. In the event Owner If Provider fails to promptly provide payment securities acceptable to Gatherer when requested by Gathererrefund or reimburse such amounts, Gatherer and Owner agree that Gatherer LIBERTY IPA may suspend its performance hereunder withhold any further payments until Provider shall make such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto refund or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madereimbursement.

Billing and Payment. On or before Supplier shall be entitled to commence billing Customer the fifteenth (15th) Day of each calendar month, Gatherer will render to Owner Recurring Charge for a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder Service as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current MonthService Date for such Service. Owner agrees to pay Gatherer by wire transfer (according to the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated The Non-Recurring Charge for any period, corrected statements a Service shall be rendered by Gatherer billed to Owner and paid by Owner or refunded or credited by Gatherer, as Customer on the case may be, in each instance in which first invoice provided to Customer after the actual quantity received or delivered hereunder Service Date with respect to such Service. Customer may delay the Service Date for a Month shall be determined Service by up to thirty (30) days after the date designated in or accepted by the applicable Firm Order Confirmation by notifying Supplier of such delay prior to such originally designated date. Supplier will accept such delay provided that Customer pays Supplier for all charges, costs and expenses incurred by Supplier as a result of such delay. If Customer requests a delay that is longer than thirty (30) days, Supplier may designate the thirty-first (31st) day after such originally designated date as the Service Date, and commence billing Customer from such date for the Service. Supplier may bxxx on a current basis all charges, costs or expenses other than Recurring Charges incurred by, and credits due to, Customer. Supplier may bxxx in advance the Recurring Charges for all Services to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time provided during the term ensuing billing period. Supplier will, upon request and if available, furnish such detailed information as may reasonably be required for verification of this Agreementall amounts billed to Customer. All amounts for Services provided to Customer by Supplier and other amounts owing by Customer to Supplier are due and payable within sixty (60) days after the date of the invoice setting forth such amounts, provide Gatherer with and are payable in immediately available funds to the account designated by Supplier to Customer from time to time. If such payment securities as may due date would cause payment to be acceptable to Gathererdue on a Saturday, Sunday or legal holiday, payment for such invoiced amounts will be due on the last business day preceding such Saturday, Sunday, or legal holiday. In If any portion of the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested is received by GathererSupplier after the payment due date, Gatherer and Owner agree or if any portion of the payment is received by Supplier in funds that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies are not immediately available to GathererSupplier, should Owner fail to pay any amount when then interest on the same becomes due, interest overdue amounts shall accrue thereon and be payable by Customer at a rate equal to the prime rate from time to time in effect and charged by the Citibankof 1.5% per month (.000494 per day) or 18% annually or, N.A.if less, New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by applicable law) with adjustments . The interest will be applied for the number of days from the payment due date to and including the date that Supplier actually receives the payment in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madeimmediately available funds.

Billing and Payment. On (a) Buyer shall promptly pay any bills and invoices that it receives from Seller or before any of its Affiliates for Services provided under this Agreement, subject to receiving, if requested, any appropriate support documentation for such bills and invoices. Such charges shall be billed at the fifteenth (15th) Day end of each calendar month. Unless otherwise provided herein or on Annex A, Gatherer will render to Owner a statement setting forth, in terms of Mcf's and MMBtu's, the total quantity of Gas received hereunder as measured at the Measurement Point and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and the amount payable therefor. Additionally, such statement Buyer shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to pay Gatherer all invoices by wire transfer (according to of immediately available funds in accordance with the instructions set forth provided by Seller or any of its Affiliates (in writing to Buyer), as applicable, not later than fifteen (15) days following receipt by Buyer of Seller's or any of its Affiliates' invoice. Buyer shall not offset any amounts owing to it by Seller or any of Seller's Affiliates against amounts payable by Buyer hereunder or under any other agreement or arrangement. Should Buyer dispute any portion of any invoice, Buyer shall promptly notify Seller in writing of the applicable statement or invoicenature and basis of the dispute. (b) If Buyer fails to pay the full amount payable according of any invoice (except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith and of which dispute Buyer has notified Seller in accordance with the requirements of this Agreement) within thirty (30) days after the relevant payment date, such statement on or before ten (10) Days following the receipt thereof by Owner. In the event such quantities are estimated for any period, corrected statements failure shall be rendered by Gatherer to Owner considered a material breach of this Agreement and paid by Owner or refunded or credited by Gatherer, as the case may be, in each instance in which the actual quantity received or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term aggregate amount of such overdue unpaid invoices (except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith and of which dispute Buyer has notified Seller in accordance with the requirements of this Agreement) exceeds $250,000, Seller may, without liability, suspend its obligations hereunder to provide any and all of the Services to Buyer until such time as such invoices have been paid in full (except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith and of which dispute Buyer has notified Seller in accordance with the requirements of this Agreement). The remedy provided to Seller by this Section 6(b) shall be without limitation of any other applicable provisions of this Agreement, including Sections 6(d) and 7. (c) All charges and fees to be paid by Buyer to Seller and its Affiliates under this Agreement are exclusive of any applicable taxes required by law to be collected from Buyer (including withholding, sales, use, excise or services taxes, which may be assessed on the provision of the Services hereunder). If a withholding, sales, use, excise or services tax is assessed on the provision of any of the Services provided under this Agreement, Buyer shall pay directly, reimburse or indemnify Seller and its Affiliates for such tax. The parties shall cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide Gatherer with and make available to each other any resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by the other party. (d) All payments required to be made pursuant to this Agreement shall bear interest from and including the date fifteen (15) days after such payment securities as may be acceptable is due to Gatherer. In but excluding the event Owner fails to promptly provide date of payment securities acceptable to Gatherer when requested by Gatherer, Gatherer and Owner agree that Gatherer may suspend its performance hereunder until such time as Owner furnishes acceptable payment securities to Gatherer. In addition to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a an annual rate equal to the prime average daily one-month LIBOR rate from time to time in effect and charged by during the Citibank, N.A., New York, New Yorkperiod, plus two percent 150 basis points (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party except to the extent of any invoiced amounts reasonably disputed by Buyer in good faith in accordance with this Agreement, in which case no late fee shall be payable by Buyer in respect of any portion of such disputed amount resolved in Buyer's favor). Such interest shall be payable at the same time as the payment to which it relates. (e) Throughout the Transition Period and for one year thereafter, no more than once during each six month period, Seller shall, subject to Seller's site safety, confidentiality and security procedures, provide to such auditors (including third-party auditors and Buyer's internal audit staff) as Buyer may designate in writing, access to: (i) any facility at which the Services are being performed; (ii) appropriate Seller management personnel and Subcontractors; and (iii) the data and records (and other documentation reasonably requested by Buyer) maintained by Seller with respect to the Services solely for the purpose of: (A) performing its tax filings and reports, end of the month, end of fiscal quarter and end of fiscal year financial closing process, and to prepare the related financial statements and accounting reports, or to revise any financial statements and accounting reports for any prior periods; (B) performing audits and inspections of Buyer and its businesses (including any audits necessary to verify enable Buyer to meet its applicable regulatory requirements, including Section 404 of the accuracy Xxxxxxxx-Xxxxx Act of 2002 ("SOA")); (C) enabling Buyer's auditors to attest to and report on the assessment of Buyer's management as to the effectiveness of its internal control structure and procedures for financial reporting relating to the Services within the meaning of Section 404 of the SOA; or (D) demonstrating to any statementthird party as reasonably necessary Buyer's compliance with applicable laws or regulations. The scope of such audits may include, chargewithout limitation, computation or demand made under or pursuant to this Agreementthe extent reasonably necessary, (x) Seller's practices and procedures, (y) the adequacy of general controls (e.g., organizational controls, input/output controls, system modification controls, processing controls, system design controls and access controls) and security practices and procedures, and (z) the adequacy of disaster recovery and back-up procedures. Any statement shall such audits will be final as to all parties unless questioned within two (2) years after payment thereof has been madeconducted at Buyer's expense.

Billing and Payment. 8.1 On or before the fifteenth (15th) Day 15th day following the month of each calendar monthdeliveries of gas hereunder, Gatherer will render Seller shall deliver to Owner Buyer an invoice accompanied by a statement setting forthfor the preceding month properly identified as to the delivery location, in terms showing the daily and total volume of Mcf's and MMBtu'sgas delivered, the total quantity of Gas received hereunder as measured amount due and information sufficient to explain and support any calculations made by Seller in determining the amount billed (i.e., pipeline volume statement). 8.2 Buyer will pay Seller at the Measurement Point address as shown hereunder by the later of: (i) fifteen (15) days following receipt of invoice, (ii) the twenty fifth (25th) day of the second month following deliveries, (iii) five (5) days following receipt of all signed Agreements and/or PURCHASE NOMINATION NOTICES, or (iv) five (5) days following receipt of a verifiable supporting statement. If any overcharge or undercharge in any form whatsoever shall at any time be found and the Equivalent Quantities of Gas delivered hereunder at the Delivery Point(s) during the immediately preceding Month and xxxx therefore has been paid, Seller shall refund the amount payable therefor. Additionally, such statement shall set forth the cumulative imbalance existing at the end of the current Month. Owner agrees to overcharge received by Seller and Buyer shall pay Gatherer by wire transfer the amount of the undercharge within thirty (according to 30) days after final determination thereof; however, no retroactive adjustment will be made for any overcharge or undercharge beyond a period of twenty-four (24) months from the instructions set forth in the applicable statement or invoice) the full amount payable according to such statement on or before ten (10) Days following the receipt thereof by Ownerdate a discrepancy occurred. In the event such quantities are estimated a dispute arises as to the amount payable in any statement rendered, Buyer shall nevertheless pay the amount not in dispute to Seller pending resolution of the dispute. If it is determined that Buyer owes Seller the disputed amount, Buyer will pay Seller that amount. 8.3 Every notice, request, statement or xxxx provided for any period, corrected statements in this Agreement shall be rendered by Gatherer in writing directed to Owner and paid by Owner or refunded or credited by Gathererthe party to whom given, as the case may be, in each instance in which the actual quantity received made or delivered hereunder with respect to a Month shall be determined to be at variance with the estimated quantity theretofore made the basis of billing such party's address as set forth below and payment hereunder. Owner shall, if requested by Gatherer for good and reasonable cause at any time during the term of this Agreement, provide Gatherer with as such payment securities as address may be acceptable changed from time to Gatherertime with written notice to the other party. In NOTICES/CORRESPONDENCE & PAYMENTS: SELLER: Energas Corporation 0000 Xxxx Xxxx Xxxxxx - Xxxxx 000 Xxxxxx, XX 00000 NOTICES/CORRESPONDENCE & INVOICES: BUYER: Energas Pipeline Company 0000 Xxxx Xxxx Xxxxxx - Xxxxx 000 Xxxxxx, XX 00000 8.4 If Seller's title is questioned or involved in any action, Buyer may withhold payment (without interest) of sums due hereunder up to the event Owner fails to promptly provide payment securities acceptable to Gatherer when requested by Gathereramount of the claim until title is free from such questions or such action is finally determined, Gatherer and Owner agree that Gatherer may suspend its performance hereunder or until such time as Owner Seller furnishes acceptable payment securities bond conditioned with sureties satisfactory to Gatherer. In addition Buyer to all other remedies available to Gatherer, should Owner fail to pay any amount when the same becomes due, interest shall accrue thereon at a rate equal to the prime rate from time to time in effect and charged by the Citibank, N.A., New York, New York, plus two percent (2%) per annum, (but in no event greater than the maximum rate of interest permitted by law) with adjustments in such rate to be made on the same Day as any change in such prime rate, for any period during which the same shall be overdue, such interest to be paid when the amount past due is paid. Each party hereto or its representative shall have the right at all reasonable times to examine the books and records of the other party to the extent necessary to verify the accuracy of any statement, charge, computation or demand made under or pursuant to this Agreement. Any statement shall be final as to all parties unless questioned within two (2) years after payment thereof has been madesave Buyer harmless.