Common use of Charges and Payments Clause in Contracts

Charges and Payments. (a) The Service Order and/or Seller’s Miscellaneous Price Schedule will set forth any one-time, non-recurring charges that may be applicable to the relevant Services (The “Non-Recurring Charges”), variable usage-based charges (the “Usage Charges”), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “Charges”). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise in any jurisdiction (collectively “taxes”) which are assessed by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s net income, capital, or net worth). Buyer shall immediately pay Seller for any all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“USF”) and various other local, state and federal government and/or quasi- governmental programs (collectively, the “Funding Programs”). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s costs associated therewith. Buyer understands and agrees that Seller may assume such contributions to the Funding Program are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programs. (b) Buyer shall be liable for Charges for all of its and any Users’ use of the Services, and shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s billing address set forth in the Service Order. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before thirty (30) days after the date of the invoice for the Services provided or amounts otherwise owed under this Agreement, without deduction, setoff or delay for any reason. If the Services commence or end on a day other than the first day of a calendar month, then any Recurring Charges that are applicable for the period in which such Services commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed at a rate of one and one-half percent (1 ½ %) per month, not to exceed any applicable maximum lawful rate, and Buyer shall pay to Seller any court costs, reasonable attorney’s fees and all other costs of collection which Seller may incur in enforcing the terms of this Agreement. If such non-payment continues after the due date of such payment, then Seller may, without notice, suspend the Services without liability and without prejudice to its right to exercise other remedies. If any overcharge or undercharge shall at any time be found and the invoice therefore has been paid, Seller shall refund the amount of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; provided, there shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought to the attention of the Seller in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; provided that such adjustment period shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with five (5) days of such request. Notwithstanding provisions of Applicable Law, the Seller shall have the right to comingle, invest, and use cash collateral that Seller holds as Performance Assurance, and shall not be liable to Buyer for the payment or accrual of any interest thereon. Buyer grants Seller a present and continuing security interest in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s 's Miscellaneous Price Schedule will set forth any one-time, non-recurring charges that may be applicable to the relevant Services (The “the "Non-Recurring Charges”"), variable usage-usage- based charges (the “"Usage Charges”"), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “"Charges”"). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise in any jurisdiction (collectively “"taxes”") which are assessed by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s 's net income, capital, or net worth). Buyer shall immediately pay Seller for any and all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“"USF”'') and various other local, state and federal government and/or quasi- quasi-governmental programs (collectively, the “"Funding Programs”"). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s 's costs associated therewith. Buyer understands and agrees that Seller may assume such contributions to the Funding Program Programs are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programs. (b) Buyer shall be liable for Charges for all of its and any Users’ ' use of the Services, Services and shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s 's billing address set forth in the appropriate Service Order. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before thirty (30) days after the date of the invoice for the Services provided or amounts otherwise owed under this Agreement, without deduction, setoff or delay for any reason. If the Services commence or end on a day other than the first day of a calendar month, then any Recurring Charges that are applicable for the period in which such Services commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed at a rate of one and one-half percent (1 ½ 1.5%) per month, not to exceed any applicable maximum lawful rate, and Buyer shall pay to Seller any court costs, reasonable attorney’s attorneys' fees and all other costs of collection which Seller may incur in enforcing the terms of this Agreement. If such non-payment continues after the due date of such payment, then Seller may, without notice, suspend the Services without liability and without prejudice to its right to exercise any other remedies. If any overcharge or undercharge shall at any time be found and the invoice therefore there for has been paid, Seller shall refund the amount of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; provided, there shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought to the attention of the Seller other Party in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; provided that such adjustment period shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s 's contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s 's payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s 's credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with within five (5) days of such request. Notwithstanding provisions of Applicable Law, the Seller shall have the right to cominglecommingle, invest, and use cash collateral that Seller holds as Performance Assurance, and shall not be liable to Buyer for the payment or accrual of any interest thereon. Buyer grants Seller a present and continuing security interest in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s Miscellaneous Price Schedule will set forth any one-time, non-recurring charges that may be applicable to the relevant Services (The “Non-Recurring Charges”), variable usage-based charges (the “Usage Charges”), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “Charges”). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise in any jurisdiction (collectively “taxes”) which are assessed by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s net income, capital, or net worth). Buyer shall immediately pay Seller for any all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“USF”) and various other local, state and federal government and/or quasi- governmental programs (collectively, the “Funding Programs”). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s costs associated therewith. Buyer Xxxxx understands and agrees that Seller may assume such contributions to the Funding Program are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programs. (b) Buyer shall be liable for Charges for all of its and any Users’ use of the Services, and shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to BuyerXxxxx’s billing address set forth in the Service Order. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before thirty (30) days after the date of the invoice for the Services provided or amounts otherwise owed under this Agreement, without deduction, setoff or delay for any reason. If the Services commence or end on a day other than the first day of a calendar month, then any Recurring Charges that are applicable for the period in which such Services commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed at a rate of one and one-half percent (1 ½ %) per month, not to exceed any applicable maximum lawful rate, and Buyer shall pay to Seller any court costs, reasonable attorney’s fees and all other costs of collection which Seller may incur in enforcing the terms of this Agreement. If such non-payment continues after the due date of such payment, then Seller may, without notice, suspend the Services without liability and without prejudice to its right to exercise other remedies. If any overcharge or undercharge shall at any time be found and the invoice therefore has been paid, Seller shall refund the amount of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; provided, there shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought to the attention of the Seller in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; provided that such adjustment period shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with five (5) days of such request. Notwithstanding provisions of Applicable Law, the Seller shall have the right to comingle, invest, and use cash collateral that Seller holds as Performance Assurance, and shall not be liable to Buyer for the payment or accrual of any interest thereon. Buyer grants Seller a present and continuing security interest in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s Miscellaneous Price Schedule will set forth any one-time, non-recurring charges that may be applicable to the relevant Services (The the “Non-Recurring Charges”), variable usage-based charges (the “Usage Charges”), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “Charges”). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise in any jurisdiction (collectively “taxes”) which are assessed by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s net income, capital, or net worth). Buyer shall immediately pay Seller for any and all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“USF”) and various other local, state and federal government and/or quasi- quasi-governmental programs (collectively, the “Funding Programs”). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s costs associated therewith. Buyer understands and agrees that Seller may assume such contributions to the Funding Program Programs are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programs. (b) Buyer shall be liable for Charges for all of its and any Users’ use of the Services, and shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s billing address set forth in the Service Order. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Billing is done in arrears and Buyer shall pay Seller such invoices on or before thirty twenty (3020) days after the date of the invoice for the Services provided or amounts otherwise owed under this Agreement, without deduction, setoff or delay for any reason. If the Services commence or end on a day other than the first day of a calendar month, then any Recurring Charges that are applicable for the period in which such Services commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed at a rate of one and one-half percent (1 ½ %1½%) per month, not to exceed any applicable maximum lawful rate, and Buyer shall pay to Seller any court costs, reasonable attorney’s attorneys' fees and all other costs of collection which Seller may incur in enforcing the terms of this Agreement. If such non-payment continues after the due date of such payment, then Seller may, without notice, suspend the Services without liability and without prejudice to its right to exercise any other remedies. If any overcharge or undercharge shall at any time be found and the invoice therefore there for has been paid, Seller shall refund the amount of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; provided, there shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought to the attention of the Seller other Party in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; provided that such adjustment period shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with within five (5) days of such request. Notwithstanding provisions of Applicable Law, the Seller shall have the right to cominglecommingle, invest, and use cash collateral that Seller holds as Performance Assurance, and shall not be liable to Buyer for the payment or accrual of any interest thereon. Buyer grants Seller a present and continuing security interest in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s Miscellaneous Price Schedule will Customer agrees to pay for the services performed pursuant to this Agreement in accordance with the terms set forth any one-timeherein (including, non-recurring charges that may be applicable without limitation, the surcharges shown on the Project Rate Sheet, if and to the relevant Services (The “Non-Recurring Charges”extent applicable), variable usage-based charges (the “Usage Charges”), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “Charges”). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise unless such terms are specifically modified in any jurisdiction (collectively “taxes”) which are assessed writing by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s net income, capital, or net worth). Buyer shall immediately pay Seller for any all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“USF”) and various other local, state and federal government and/or quasi- governmental programs (collectively, the “Funding Programs”). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s costs associated therewith. Buyer understands and agrees that Seller may assume such contributions to the Funding Program are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programsboth Parties. (b) Buyer Charges for services performed pursuant to this Agreement shall be liable in accordance with the applicable Project Rate Sheet(s) included in Exhibit B. (c) Unless otherwise set forth on the Project Rate Sheet(s), payment for Charges for all of its and any Users’ use of the Services, and services performed pursuant to this Agreement shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s billing address set forth in the Service Order. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before made within thirty (30) days after of the date of the invoice for the Services provided or amounts otherwise owed under this AgreementContractor renders its invoice; provided, without deductionhowever, setoff or delay for any reason. If the Services commence or end that Contractor, on a day other project basis, may require that payment be made immediately or within less than thirty (30) days following the first day rendering of a calendar month, then any Recurring Charges Contractor’s invoice. Failure to make payment within that are applicable for the payment period in which such Services shall cause interest to commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed accruing at a rate of one and one-half percent (1 ½ 1½ %) per monthmonth from the due date of the invoice or the maximum interest rate permitted under applicable law, not whichever is greater, until payment in full (plus interest) is made and, in addition, shall entitle Contractor to exceed pursue any applicable maximum lawful rateother remedies available to Contractor hereunder, and Buyer or at law or in equity. Customer shall pay to Seller any also be responsible for all costs of collection including, without limitation, court costs, reasonable attorney’s fees and lien fees. (d) Customer shall be solely responsible for all other federal, state and local excise taxes, occupational taxes, sales taxes, use of service fees, environmental fees, recycling fees, local municipality fees, surcharges, costs of collection which Seller may incur in enforcing analytical services required by receiving facilities for Material, transportation cost increases, fuel surcharges, costs of handling Non- Conforming Material, and other similar taxes, fees and charges. Customer shall promptly reimburse the terms of this AgreementContractor for any such costs, taxes, fees and surcharges, together with any interest and penalties assessed by any taxing authority. If such non-payment continues after the Customer shall also be solely responsible for any additional costs or charges caused by any delay (unless due date of such payment, then Seller mayto Contractor) including, without noticelimitation, suspend demurrage costs. (e) Except as otherwise provided herein, Contractor may not increase the Services without liability and without prejudice to its right to exercise other remedies. If any overcharge or undercharge shall at any time be found and prices set forth in the invoice therefore has been paid, Seller shall refund the amount Project Rate Sheet(s) contained in Exhibit B for a period of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; providedthe effective date of the Project Rate Sheet(s). From and after thirty (30) days of the effective date of the Project Rate Sheet(s) (unless otherwise stated herein), there the prices set forth in the Project Rate Sheet(s) shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought subject to the attention of the Seller in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; change by Contractor, provided that Contractor gives Customer advance written or verbal notice of such adjustment period change in prices. Customer shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with have five (5) days from the date of such requestnotification by Contractor to accept or reject any cost or price increase tendered by Contractor. Notwithstanding provisions of Applicable LawIf Customer rejects the proposed price increase, the Seller Contractor shall have the right to comingleterminate this Agreement or refuse to provide services to Customer pursuant to the Project Rate Sheet(s) that Contractor has sought to change. (f) Except as otherwise set forth in the Project Rate Sheet(s), investinvoiced tonnage (if applicable) will be based on facility or Contractor’s certified scales weight tickets and therefore may be more or less than the estimated tonnages set forth in the Project Rate Sheet(s). (g) Services required beyond the scope of the services described in the Project Rate Sheet(s) contained in Exhibit B will be invoiced at the price mutually agreed to in writing by Contractor and Customer. (h) The costs of obtaining special permits, licenses, authorizations or approvals to allow Contractor to handle particular Material will be charged to the Customer at the rate of cost, plus 10% unless otherwise specified in writing. (i) At the written request of Customer and use cash collateral that Seller holds if applicable, a Certificate of Recycling and/or Disposal (as Performance Assurance, and shall not such terms are generally used in the waste treatment industry) received by Contractor will be liable to Buyer issued upon receipt by Contractor of full payment for the payment or accrual services rendered in connection with managing such Material. Customer shall be deemed to retain full and complete ownership of any interest thereon. Buyer grants Seller a present and continuing security interest the Material until such time as Contractor is paid in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of full for its services pursuant to this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s 's Miscellaneous Price Schedule will set forth any one-one- time, non-recurring charges that may be applicable to the relevant Services (The “the "Non-Recurring Charges”"), variable usage-based charges (the “"Usage Charges”"), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “"Charges”"). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise in any jurisdiction (collectively “"taxes”") which are assessed by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s 's net income, capital, or net worth). Buyer shall immediately pay Seller for any and all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“"USF”'') and various other local, state and federal government and/or quasi- quasi-governmental programs (collectively, the “"Funding Programs”"). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s 's costs associated therewith. Buyer understands and agrees that Seller may assume such contributions to the Funding Program Programs are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programs. (b) Buyer shall be liable for Charges for all of its and any Users’ ' use of the Services, Services and shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s Xxxxx's billing address set forth in the appropriate Service Order. Buyer Xxxxx agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before thirty (30) days after the date of the invoice for the Services provided or amounts otherwise owed under this Agreement, without deduction, setoff or delay for any reason. If the Services commence or end on a day other than the first day of a calendar month, then any Recurring Charges that are applicable for the period in which such Services commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed at a rate of one and one-half percent (1 ½ 1.5%) per month, not to exceed any applicable maximum lawful rate, and Buyer shall pay to Seller any court costs, reasonable attorney’s attorneys' fees and all other costs of collection which Seller may incur in enforcing the terms of this Agreement. If such non-payment continues after the due date of such payment, then Seller may, without notice, suspend the Services without liability and without prejudice to its right to exercise any other remedies. If any overcharge or undercharge shall at any time be found and the invoice therefore there for has been paid, Seller shall refund the amount of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; provided, there shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought to the attention of the Seller other Party in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; provided that such adjustment period shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s 's contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s Xxxxx's payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s 's credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with within five (5) days of such request. Notwithstanding provisions of Applicable Law, the Seller shall have the right to cominglecommingle, invest, and use cash collateral that Seller holds as Performance Assurance, and shall not be liable to Buyer for the payment or accrual of any interest thereon. Buyer grants Seller a present and continuing security interest in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s Miscellaneous Price Schedule will set forth any one-time, non-recurring charges that may be applicable to the relevant Services (The the “Non-Recurring Charges”), variable usage-based charges (the “Usage Charges”), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “Charges”). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or excise or other taxes, fees, charges or regulatory surcharges that may arise in any jurisdiction (collectively “taxes”) which are assessed by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s net income, capital, or net worth)) which are assessed or due by reason of the provision of Services by Seller to Buyer under this Agreement. Where Seller is required by Applicable Law to collect and remit such taxes on behalf of Buyer, Buyer shall immediately pay Seller for any and all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or the federal Universal Service Fund (“USF”) and various other local, state and federal government and/or quasi- quasi-governmental programs (collectively, the “Funding Programs”). Seller may may, to the extent permitted by Applicable Law, impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s costs associated therewith. Buyer understands and agrees that Seller may assume such taxes and/or contributions to the Funding Program Programs are applicable to the Services provided to Buyer and charge and collect such assessments taxes and surcharges unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth aboveabove based on the amounts Seller believes it is obligated to collect and/or contributions Seller believes it is obligated to pay that relate to the Services provided to Buyer. Buyer shall comply with all Applicable Laws permitting requiring it to collect and remit taxes or other charges from Users and/or requiring it to make payments to Funding Programs. (b) Buyer shall be liable for Charges for all of its and any Users’ use of the Services, and shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s billing address set forth in the Service Orderaddress block above. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before thirty (30) days after the date of the invoice for the Services provided or amounts otherwise owed under this Agreement, without deduction, setoff or delay for any reason. If the Services commence or end on a day other than the first day of a calendar month, then any Recurring Charges that are applicable for the period in which such Services commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed at a rate of one and one-half percent (1 ½ %1½%) per month, not to exceed any applicable maximum lawful rate, and Buyer shall pay to Seller any court costs, reasonable attorney’s attorneys' fees and all other costs of collection which Seller may incur in enforcing the terms of this Agreement. If such non-payment continues after the due date of such payment, then Seller may, without notice, suspend the Services without liability and without prejudice to its right to exercise any other remedies. If any overcharge or undercharge shall at any time be found and the invoice therefore therefor has been paid, Seller shall refund the amount of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; provided, there shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought to the attention of the Seller other Party in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; provided that such adjustment period shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with within five (5) days of such request. Notwithstanding provisions of Applicable Law, the Seller shall have the right to cominglecommingle, invest, and use cash collateral that Seller holds as Performance Assurance, and shall not be liable to Buyer for the payment or accrual of any interest thereon. Buyer grants Seller a present and continuing security interest in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s Miscellaneous Price Schedule will set forth any one-time, non-recurring charges that may be applicable to the relevant Services (The “Non-Recurring Charges”), variable usage-based charges (the “Usage Charges”), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “Charges”). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise in any jurisdiction (collectively “taxes”) which are assessed by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s net income, capital, or net worth). Buyer shall immediately pay Seller for any all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“USF”) and various other local, state and federal government and/or quasi- governmental programs (collectively, the “Funding Programs”). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s costs associated therewith. Buyer understands and agrees that Seller may assume such contributions to the Funding Program are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programs. (b) If the Services commence or end on a day other than the first day of a calendar month, then any Recurring Charges that are applicable for the period in which such Services commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. Buyer shall be liable for Charges for all of its and any Users’ use of the Services, and shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s billing address set forth in the Service Order. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before thirty (30) days days, in compliance with the Texas prompt payment act, after the date of the invoice for the Services provided or amounts otherwise owed under this Agreement, without deduction, setoff or delay for any reason. If the Services commence or end on a day other than the first day of a calendar monthreason and, then any Recurring Charges that are applicable for the period in which such Services commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If if the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed at a rate of one and one-half percent (1 ½ %) per month, not to exceed any applicable maximum lawful rate, and Buyer shall pay to Seller any court costs, reasonable attorney’s fees and all other costs of collection which Seller may incur in enforcing the terms of this Agreement. If such non-payment continues after the due date of such payment, then Seller may, without notice, suspend the Services without liability and without prejudice to its right to exercise other remedies. If any overcharge or undercharge shall at any time be found and the invoice therefore has been paid, Seller shall refund the amount of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; provided, there shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought to the attention of the Seller in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; provided that such adjustment period shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with five (5) days of such request. Notwithstanding provisions of Applicable Law, the Seller shall have the right to comingle, invest, and use cash collateral that Seller holds as Performance Assurance, and shall not be liable to Buyer for the payment or accrual of any interest thereon. Buyer grants Seller a present and continuing security interest in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s 's Miscellaneous Price Schedule will set forth any one-one- time, non-recurring charges that may be applicable to the relevant Services (The “the "Non-Recurring Charges”"), variable usage-based charges (the “"Usage Charges”"), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “"Charges”"). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise in any jurisdiction (collectively “"taxes”") which are assessed by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s 's net income, capital, or net worth). Buyer shall immediately pay Seller for any and all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“"USF”'') and various other local, state and federal government and/or quasi- quasi-governmental programs (collectively, the “"Funding Programs”"). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s 's costs associated therewith. Buyer understands and agrees that Seller may assume such contributions to the Funding Program Programs are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programs. (b) Buyer shall be liable for Charges for all of its and any Users’ ' use of the Services, Services and shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s 's billing address set forth in the appropriate Service Order. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before thirty (30) days after the date of the invoice for the Services provided or amounts otherwise owed under this Agreement, without deduction, setoff or delay for any reason. If the Services commence or end on a day other than the first day of a calendar month, then any Recurring Charges that are applicable for the period in which such Services commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed at a rate of one and one-half percent (1 ½ 1.5%) per month, not to exceed any applicable maximum lawful rate, and Buyer shall pay to Seller any court costs, reasonable attorney’s attorneys' fees and all other costs of collection which Seller may incur in enforcing the terms of this Agreement. If such non-payment continues after the due date of such payment, then Seller may, without notice, suspend the Services without liability and without prejudice to its right to exercise any other remedies. If any overcharge or undercharge shall at any time be found and the invoice therefore there for has been paid, Seller shall refund the amount of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; provided, there shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought to the attention of the Seller other Party in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; provided that such adjustment period shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s 's contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s 's payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s 's credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with within five (5) days of such request. Notwithstanding provisions of Applicable Law, the Seller shall have the right to cominglecommingle, invest, and use cash collateral that Seller holds as Performance Assurance, and shall not be liable to Buyer for the payment or accrual of any interest thereon. Buyer grants Seller a present and continuing security interest in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s 's Miscellaneous Price Schedule will set forth any one-one- time, non-recurring charges that may be applicable to the relevant Services (The “the "Non-Recurring Charges”"), variable usage-usage- based charges (the “"Usage Charges”"), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “"Charges”"). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise in any jurisdiction (collectively “"taxes”") which are assessed by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s 's net income, capital, or net worth). Buyer shall immediately pay Seller for any all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“"USF”'') and various other local, state and federal government and/or quasi- quasi-governmental programs (collectively, the “"Funding Programs”"). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s 's costs associated therewith. Buyer understands and agrees that Seller may assume such contributions to the Funding Program Programs are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programs. (b) Buyer shall be liable for Charges for all of its and any Users’ ' use of the Services, Services and shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s 's billing address set forth in the appropriate Service Order. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before thirty (30) days after the date of the invoice for the Services provided or amounts otherwise owed under this Agreement, without deduction, setoff setoff, or delay for any reason. If the Services commence or end on a day other than the first day of a calendar month, then any Recurring Charges that are applicable for the period in which such Services commence commence, or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed at a rate of one and one-half percent (1 ½ 1.5%) per month, not to exceed any applicable maximum lawful rate, and Buyer shall pay to Seller any court costs, reasonable attorney’s fees attorneys' fees, and all other costs of collection which Seller may incur in enforcing the terms of this Agreement. If such non-payment continues after the due date of such payment, then Seller may, without notice, suspend the Services without liability and without prejudice to its right to exercise any other remedies. If any overcharge or undercharge shall at any time be found and the invoice therefore there for has been paid, Seller shall refund the amount of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; provided, there shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought to the attention of the Seller other Party in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; provided that such adjustment period shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s 's contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s 's payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s 's credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with within five (5) days of such request. Notwithstanding provisions of Applicable Law, the Seller shall have the right to cominglecommingle, invest, and use cash collateral that Seller holds as Performance Assurance, and shall not be liable to Buyer for the payment or accrual of any interest thereon. Buyer grants Seller a present and continuing security interest in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.

Charges and Payments. (a) The Service Order and/or Seller’s Miscellaneous Price Schedule will Customer agrees to pay for the services performed pursuant to this Agreement in accordance with the terms set forth any one-timeherein (including, non-recurring charges that may be applicable without limitation, the surcharges shown on the Project Rate Sheet, if and to the relevant Services (The “Non-Recurring Charges”extent applicable), variable usage-based charges (the “Usage Charges”), and any Recurring Charges that may be applicable to the relevant Services (collectively, the “Charges”). Buyer shall be responsible for the payment of, and shall hold Seller and its Affiliates, harmless from and against, any sales, use, excise, consumption, access, bypass, gross receipts, duty, assessment, value-added and/or other taxes, fees, charges or regulatory surcharges that may arise unless such terms are specifically modified in any jurisdiction (collectively “taxes”) which are assessed writing by reason of the provision, sale or use of Services by Seller to Buyer under this Agreement (other than taxes imposed on Seller’s net income, capital, or net worth). Buyer shall immediately pay Seller for any all such taxes. Seller may be required to report revenues from certain purchases of Services and/or make contributions based on such revenues and/or sales to a state and/or federal Universal Service Fund (“USF”) and various other local, state and federal government and/or quasi- governmental programs (collectively, the “Funding Programs”). Seller may impose one or more fees and/or surcharges to recover from Buyer the contributions made to such Funding Programs and Seller’s costs associated therewith. Buyer understands and agrees that Seller may assume such contributions to the Funding Program are applicable to the Services provided to Buyer and charge and collect such assessments unless and until Buyer provides adequate exemption documentation and/or other required proof to Seller as determined by Seller in its sole discretion. Buyer shall provide any and all relevant government tax and/or Funding Program exemption proof to Seller prior to the provision of Services. If Buyer is not able to provide such satisfactory exemption proof, or there is no applicable exemption, Seller may charge Buyer, and Buyer shall pay Seller, taxes, and surcharges as set forth above. Buyer shall comply with all Applicable Laws permitting it to collect taxes or other charges from Users and/or requiring it to make payments to Funding Programsboth Parties. (b) Buyer Charges for services performed pursuant to this Agreement shall be liable in accordance with the applicable Project Rate Sheet(s) included in Exhibit B. (c) Unless otherwise set forth on the Project Rate Sheet(s), payment for Charges for all of its and any Users’ use of the Services, and services performed pursuant to this Agreement shall be so liable whether or not it receives payment or reimbursement for the same from Users. Seller shall provide Buyer invoices for the Charges and any other amounts owed by Buyer to Seller under this Agreement. All invoices shall be sent to Buyer’s billing address set forth in the Service Order. Buyer agrees to make payment under this Agreement to Seller in available funds by check or wire transfer at such location as Seller may from time to time designate in writing on the invoice or otherwise. Buyer shall pay Seller such invoices on or before made within thirty (30) days after of the date of the invoice for the Services provided or amounts otherwise owed under this AgreementContractor renders its invoice; provided, without deductionhowever, setoff or delay for any reason. If the Services commence or end that Contractor, on a day other project basis, may require that payment be made immediately or within less than thirty (30) days following the first day rendering of a calendar month, then any Recurring Charges Contractor’s invoice. Failure to make payment within that are applicable for the payment period in which such Services shall cause interest to commence or end shall be prorated in the proportion that the number of days the Services are provided in such month bears to the total number of days in the month. If the invoiced amount is not paid when due, then a late charge on any unpaid amount shall accrue and be owed accruing at a rate of one and one-half percent (1 ½ 1½ %) per monthmonth from the due date of the invoice or the maximum interest rate permitted under applicable law, not whichever is greater, until payment in full (plus interest) is made and, in addition, shall entitle Contractor to exceed pursue any applicable maximum lawful rateother remedies available to Contractor hereunder, and Buyer or at law or in equity. Customer shall pay to Seller any also be responsible for all costs of collection including, without limitation, court costs, reasonable attorney’s fees and lien fees. (d) Customer shall be solely responsible for all other federal, state and local excise taxes, occupational taxes, sales taxes, use of service fees, environmental fees, recycling fees, local municipality fees, surcharges, costs of collection which Seller may incur in enforcing analytical services required by receiving facilities for Material, transportation cost increases, fuel surcharges, costs of handling Non- Conforming Material, and other similar taxes, fees and charges. Customer shall promptly reimburse the terms of this AgreementContractor for any such costs, taxes, fees and surcharges, together with any interest and penalties assessed by any taxing authority. If such non-payment continues after the Customer shall also be solely responsible for any additional costs or charges caused by any delay (unless due date of such payment, then Seller mayto Contractor) including, without noticelimitation, suspend demurrage costs. (e) Except as otherwise provided herein, Contractor may not increase the Services without liability and without prejudice to its right to exercise other remedies. If any overcharge or undercharge shall at any time be found and prices set forth in the invoice therefore has been paid, Seller shall refund the amount Project Rate Sheet(s) contained in Exhibit B for a period of any overcharge received by Seller and Buyer shall pay the amount of any undercharge within thirty (30) days after final determination thereof; providedthe effective date of the Project Rate Sheet(s). From and after thirty (30) days of the effective date of the Project Rate Sheet(s) (unless otherwise stated herein), there the prices set forth in the Project Rate Sheet(s) shall be no retroactive adjustment of any such overcharge or undercharge if the matter is not brought subject to the attention of the Seller in writing within one hundred twenty (120) days following the date the Services were provided under this Agreement regarding which the overcharge or undercharge applies; change by Contractor, provided that Contractor gives Customer advance written or verbal notice of such adjustment period change in prices. Customer shall be adjusted to coincide with the period in which adjustments are permitted under a third party’s contract or tariff, whichever is applicable, with respect to Services provided on Third Party Facilities to the extent that such contract or tariff provides for different adjustment periods than those set forth above. (c) In order to support Buyer’s payment obligations under this Agreement, Seller may perform a credit review of Buyer from time to time. Based on Seller’s credit review and/or other information available to Seller (including any history of delinquent payments), Seller may require Buyer at any time to provide adequate assurances that it will pay all obligations as they become due by providing to Seller a deposit or other Performance Assurance in the form and amount requested by Seller with have five (5) days from the date of such requestnotification by Contractor to accept or reject any cost or price increase tendered by Contractor. Notwithstanding provisions of Applicable LawIf Customer rejects the proposed price increase, the Seller Contractor shall have the right to comingleterminate this Agreement or refuse to provide services to Customer pursuant to the Project Rate Sheet(s) that Contractor has sought to change. (f) Except as otherwise set forth in the Project Rate Sheet(s), investinvoiced tonnage (if applicable) will be based on facility or the Project Rate Sheet(s). (g) Services required beyond the scope of the services described in the Project Rate Sheet(s) contained in Exhibit B will be invoiced at the price mutually agreed to in writing by Contractor and Customer. (h) The costs of obtaining special permits, licenses, authorizations or approvals to allow Contractor to handle particular Material will be charged to the Customer at the rate of cost, plus 10% unless otherwise specified in writing. (i) At the written request of Customer and use cash collateral that Seller holds if applicable, a Certificate of Recycling and/or Disposal (as Performance Assurance, and shall not such terms are generally used in the waste treatment industry) received by Contractor will be liable to Buyer issued upon receipt by Contractor of full payment for the payment or accrual services rendered in connection with managing such Material. Customer shall be deemed to retain full and complete ownership of any interest thereon. Buyer grants Seller a present and continuing security interest the Material until such time as Contractor is paid in and to, lien upon, and right of set-off against any and all Performance Assurance. Upon the expiration of full for its services pursuant to this Agreement, any Performance Assurance held by Seller may be applied to any outstanding charges hereunder and any remainder thereof shall be returned to Buyer, or in respect of a letter of credit, to the issuer thereof upon the settlement of the account.