Common use of COST PAYMENTS Clause in Contracts

COST PAYMENTS. 9.1 Niagara Mohawk shall invoice Producer at the start of each calendar quarter in an amount equal to Niagara Mohawk's actual costs and expenses for which Niagara Mohawk is to be reimbursed under this Agreement. 9.2 The Producer shall pay Niagara Mohawk within thirty (30) calendar days of receipt of an invoice for all costs reasonably incurred by Niagara Mohawk under this Agreement. 9.2.1 Consistent with applicable Niagara Mohawk Retail Tariff requirements, the Producer shall be responsible for all actual costs that Niagara Mohawk reasonably incurs, including, but not limited to, capital costs, labor (direct and distributable); labor fringe benefits and payroll taxes; invoices for material, contractors, consultants, etc.; employee expenses; storeroom material and handling; any and all costs and expenses resulting from damage to Niagara Mohawk property not otherwise covered by insurance; sales and/or use taxes on invoices and material; transportation; allowance for funds used during construction (“AFUDC”); administrative and general expense (A&G) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership, operation, repair, A&G, inspection, design review, engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters, construction, construction monitoring, financing, maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications. 9.2.2 Producer shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon Niagara Mohawk for payments made to Niagara Mohawk by Producer for services provided under this Agreement including, but not limited to, the following (to the extent applicable): transfer tax, property tax, federal income tax, and New York State taxes, including New York income or gross receipts, sales and use taxes; provided, however, that Niagara Mohawk shall pay any applicable interest or penalty incurred as a result of Niagara Mohawk’s delay in paying such taxes or seeking reimbursement from Producer. If any form of tax, other than income or excess profits tax, under any present or future federal, state or other law different from or in addition to the taxes for which participation in or payment by Producer is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by Niagara Mohawk with respect to any property, property right, commodity, or service involved in, resulting from or accruing from Niagara Mohawk’s performance under this Agreement, which such different or additional tax would not be required to be paid by Niagara Mohawk in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Producer to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsection, then in such event Producer shall fully reimburse Niagara Mohawk for the full amount of such different or additional tax paid by Niagara Mohawk. 9.2.2.1 If Niagara Mohawk receives a refund from the taxing authorities of any amounts paid by Producer, Niagara Mohawk shall refund to Producer such amount refunded Niagara Mohawk (net of expenses related to obtaining the refund) within thirty (30) days of receiving such refund. 9.2.2.2 Notwithstanding the foregoing, Producer, at its own expense, shall have the right to require Niagara Mohawk to seek a Private Letter Ruling from the Internal Revenue Service on whether any of the sums paid to Niagara Mohawk by Producer under the terms of this Agreement for the construction of any facilities required hereunder are subject to U.S. federal taxation. To the extent that the Private Letter Ruling concludes that any such sums are taxable to Niagara Mohawk, Producer shall reimburse Niagara Mohawk for all such taxes consequently imposed upon Niagara Mohawk in accordance with the terms of this Agreement Producer shall reimburse Niagara Mohawk for all costs, including but not limited to legal fees, associated with seeking the Private Letter Ruling. 9.2.2.3 Increased income tax to Niagara Mohawk arising from Producer's payment or reimbursement of tax under the preceding provisions will be addressed in the following manner. Any net actual U.S. federal income tax or New York State tax (collectively, for this subsection 9.2.5 "Tax"), if any, arising out of any payment or reimbursement of any tax by Producer under this Article shall be reimbursed to Niagara Mohawk. The amount reimbursed to Niagara Mohawk under this subsection shall consist of (1) the Tax arising under this subsection (the "First Amount"); plus (2) the net actual Tax imposed on the First Amount (the "Second Amount"); plus (3) the net actual Tax imposed on the Second Amount (the "Third Amount"); and plus (4) the net actual Tax imposed on the Third Amount and on each succeeding amount until the final amount is less than one dollar. 9.3 Niagara Mohawk agrees to cooperate with Producer, if requested by Producer, in attempting to minimize Niagara Mohawk's costs under this Article, provided Producer reimburses Niagara Mohawk for all costs incurred by Niagara Mohawk in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that Producer shall indemnify, defend, and save harmless Niagara Mohawk, its agents and employees, against any and all penalties, judgments, fines (civil or criminal), or other costs that may be imposed by any governmental authority as a result hereof, but only to the extent that such penalties, judgments, fines, or other costs are not attributable to Niagara Mohawk's respective gross negligence or intentional misconduct. 9.4 Niagara Mohawk shall include, with each invoice, documentation supporting the costs, expenses, and/or taxes incurred by Niagara Mohawk in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2 Niagara Mohawk will provide such documentation from its standard accounting methods. Within thirty (30) days from date of the invoice, Producer shall pay the invoice and/or notify Niagara Mohawk that Producer disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected in the invoice and shall specify with particularity the reasons for such dispute. If Producer disputes any invoice or portion thereof, Producer shall immediately place into an independent escrow account an amount equal to the portion of the invoice it disputes. Such amount shall remain in escrow until the dispute between the Parties is resolved in accordance with Article 30C of this Agreement. If any portion of any invoice Producer has not disputed remains unpaid thirty (30) days from the invoice date, Niagara Mohawk shall apply to the unpaid balance, and Producer shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law.

COST PAYMENTS. 9.1 Niagara Mohawk 10.1 National Grid shall invoice Producer at the start of each calendar quarter Customer monthly in an amount equal to Niagara MohawkNational Grid's actual costs and expenses for which Niagara Mohawk National Grid is to be reimbursed under this Agreement. However, if and as requested by National Grid, Customer shall reimburse National Grid for costs and expenses in advance of National Grid incurring the aforementioned costs or expenses. If National Grid requires advance payment pursuant to this Section 10.1, National Grid shall use Reasonable Efforts to develop a mutually acceptable schedule for any such advance payments. 9.2 The Producer 10.2 Customer shall pay Niagara Mohawk National Grid within thirty (30) calendar days Calendar Days of receipt of an invoice invoicing for all costs reasonably incurred by Niagara Mohawk National Grid under this Agreement for which Customer is responsible pursuant to the terms and conditions of this Agreement. 9.2.1 Consistent with applicable Niagara Mohawk Retail Tariff requirements, the Producer shall be responsible for all actual costs that Niagara Mohawk reasonably incurs, including, as applicable, but not limited to, the cost of: constructing Modifications; relocations, rearrangements, abandonments or retirements; operation, maintenance, repair and spare parts; metering, telemetering and communication media; and miscellaneous studies, testing, documentation and items performed by National Grid at the request of Customer. 10.2.1 To the extent Customer is responsible pursuant to the terms and conditions of this Agreement for the actual costs of National Grid, such costs may include, as applicable, but may not be limited to, capital costs, labor (direct and distributable); labor fringe benefits and payroll taxes; invoices for material, contractors, consultants, etc.; employee expenses; storeroom material and handling; any and all costs and expenses resulting from damage to Niagara Mohawk National Grid property not otherwise covered by insurance, including risk of loss of Modifications during construction; sales and/or use taxes on invoices and material; transportation; allowance for funds used during construction (“AFUDC”); administrative and general expense (“A&G”) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership, operation, repair, spare parts, A&G, inspection, design review, engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters, construction, construction monitoring, financing, maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications. 9.2.2 Producer 10.2.2 Customer shall be responsible for any and all costs or expenses that are incurred by National Grid pursuant to this Agreement for the operation, maintenance and repair of the Interconnection Facilities including any Modifications transferred to National Grid 10.2.2.1 Customer shall reimburse National Grid on a monthly basis for operation, maintenance, and repair costs and expenses. However, if and as requested by National Grid, Customer shall reimburse National Grid for operation, maintenance, and repair costs and expenses in advance of National Grid incurring the aforementioned costs or expenses. If National Grid requires advance payment pursuant to this Section 10.2.2.1, National Grid shall use Reasonable Efforts to develop a mutually acceptable schedule for any such advance payments. 10.2.2.2 Reimbursable operation, maintenance and repair costs and expenses shall include all actual costs and expenses associated with operation, maintenance, repair, spare parts, inspection, engineering and legal services, contract administration, right-of-way acquisition, A&G, working capital (including material adders, overhead charges, and transportation charges), and allowed earnings and/or rates of return approved by a regulatory body having jurisdiction. 10.2.3 Customer shall be responsible for all legal fees, costs, liabilities, judgments, fines, penalties and other sanctions against National Grid arising out of Customer's exercise of eminent domain powers, except to the extent that such fees, costs, liabilities, judgments, fines, penalties and other sanctions are attributable to the rightful exercise of such powers. 10.2.4 Customer shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon Niagara Mohawk National Grid for payments made to Niagara Mohawk National Grid by Producer Customer for services provided under this Agreement including, but not limited to, the following (to the extent applicable): following: transfer tax, property tax, federal income tax, and New York State taxes, including New York income or gross receipts, sales and use taxes; provided, however, that Niagara Mohawk National Grid shall pay any applicable interest or penalty incurred as a result of Niagara Mohawk’s National Grid's delay in paying such taxes or seeking reimbursement from ProducerCustomer. If any form of tax, other than income or excess profits tax, under any present or future federal, state or other law different from or in addition to the taxes for which participation in or payment by Producer Customer is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by Niagara Mohawk National Grid with respect to any property, property right, commodity, or service involved in, resulting from or accruing from Niagara Mohawk’s National Grid's performance under this Agreement, which such different or additional tax would not be required to be paid by Niagara Mohawk National Grid in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Producer Customer to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsectionSection, then in such event Producer Customer shall fully reimburse Niagara Mohawk National Grid for the full amount of such different or additional tax paid by Niagara MohawkNational Grid. 9.2.2.1 10.2.4.1 If Niagara Mohawk National Grid receives a refund from the taxing authorities of any amounts paid by ProducerCustomer, Niagara Mohawk National Grid shall refund to Producer Customer such amount refunded Niagara Mohawk National Grid (net of expenses related to obtaining the refund) within thirty (30) days Calendar Days of receiving such refund. 9.2.2.2 10.2.4.2 Notwithstanding the foregoing, ProducerCustomer, at its own expense, shall have the right to require Niagara Mohawk National Grid to seek a Private Letter Ruling from the Internal Revenue Service on whether any of the sums paid to Niagara Mohawk National Grid by Producer Customer under the terms of this Agreement for the construction of any the facilities required hereunder contemplated herein are subject to U.S. federal taxation. To the extent that the Private Letter Ruling concludes that any such sums are taxable to Niagara MohawkNational Grid., Producer Customer shall reimburse Niagara Mohawk National Grid for all such taxes consequently imposed upon Niagara Mohawk National Grid in accordance with the terms of this Agreement Producer Agreement. Customer shall reimburse Niagara Mohawk National Grid for all costs, including but not limited to legal fees, associated with seeking the Private Letter Ruling. 9.2.2.3 10.2.5 Increased income tax to Niagara Mohawk National Grid arising from ProducerCustomer's payment or reimbursement of tax under the preceding provisions will be addressed in the following manner. Any net actual U.S. federal income tax or New York State tax (collectively, for this subsection 9.2.5 Section 10.2.5 "Tax"), if any, arising out of any payment or reimbursement of any tax by Producer Customer under this Article shall be reimbursed to Niagara MohawkNational Grid. The amount reimbursed to Niagara Mohawk National Grid under this subsection Section shall consist of (1) the Tax arising under this subsection Section (the "First Amount"); plus (2) the net actual Tax imposed on the First Amount (the "Second Amount"); plus (3) the net actual Tax imposed on the Second Amount (the "Third Amount"); and plus (4) the net actual Tax imposed on the Third Amount and on each succeeding amount until the final amount is less than one dollar. 9.3 Niagara Mohawk 10.2.6 If Customer is generally exempt from taxation, Customer shall provide to National Grid all documentation reasonably required by National Grid to verify Customer's tax exemption status. 10.3 National Grid agrees to cooperate with Producer, if requested by Producer, the Customer in attempting to minimize Niagara MohawkNational Grid's costs under this ArticleAgreement, provided Producer Customer reimburses Niagara Mohawk National Grid for all costs incurred by Niagara Mohawk National Grid in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that Producer Customer shall indemnify, defend, and save harmless Niagara MohawkNational Grid, its agents and employees, against any and all penalties, judgments, fines (civil or criminal), or other costs that may be imposed by any governmental authority Governmental Authority as a result hereof. Where reasonably practicable, but only National Grid shall provide Customer with advance notice of any costs National Grid expects to the extent that incur under this Section 10.3 and, if Customer objects to reimbursing National Grid for such penaltiescosts, judgments, fines, or other costs are not attributable National Grid shall be under no obligation to Niagara Mohawk's respective gross negligence or intentional misconductincur such costs. 9.4 Niagara Mohawk 10.4 National Grid shall include, include with each invoice, documentation supporting the costs, expenses, and/or taxes incurred by Niagara Mohawk in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2 Niagara Mohawk National Grid. National Grid will provide such documentation from its standard accounting methods. Within thirty (30) days Calendar Days from date of the invoice, Producer Customer shall pay the invoice and/or notify Niagara Mohawk National Grid that Producer Customer disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected in the invoice and shall specify with particularity the reasons for such dispute. If Producer Customer disputes any invoice or portion thereof, Producer Customer shall immediately place into an independent escrow account an amount equal to the portion of the invoice it disputes. Such amount shall remain in escrow until the dispute between the Parties is resolved in accordance with Article 30C XXI of this Agreement. If any portion of any invoice Producer Customer has not disputed remains unpaid thirty (30) days Calendar Days from the invoice date, Niagara Mohawk National Grid shall apply to the unpaid balance, and Producer Customer shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law.

COST PAYMENTS. 9.1 Niagara Mohawk National Grid shall invoice Producer Solvay at the start of each calendar quarter in an amount equal to Niagara MohawkNational Grid's actual costs and expenses for which Niagara Mohawk National Grid is to be reimbursed under this Agreement. However, if and as requested by National Grid, Solvay shall reimburse National Grid for costs and expenses in advance of National Grid incurring the aforementioned costs or expenses. 9.2 The Producer Solvay shall pay Niagara Mohawk National Grid within thirty (30) calendar days of receipt of an invoice invoicing for all costs reasonably incurred by Niagara Mohawk National Grid under this Agreement, including, but not limited to, the cost of: constructing the National Grid Interconnection Facilities, Upgrades and Modifications; relocations, rearrangements, abandonments or retirements; operation, maintenance, repair and spare parts; metering, telemetering and communication media; and miscellaneous studies, testing, documentation and items performed by National Grid at the request of Solvay. 9.2.1 Consistent with applicable Niagara Mohawk Retail Tariff requirements, the Producer Solvay shall be responsible for all actual costs that Niagara Mohawk reasonably incursof National Grid, including, but not limited to, capital costs, labor (direct and distributable); labor fringe benefits and payroll taxes; invoices for material, contractors, consultants, etc.; employee expenses; storeroom material and handling; any and all costs and expenses resulting from damage to Niagara Mohawk National Grid property not otherwise covered by insuranceinsurance including risk of loss of the National Grid Interconnection Facilities during construction; sales and/or use taxes on invoices and material; transportation; allowance for funds used during construction (“AFUDC”); administrative and general expense (A&G) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership, operation, repair, spare parts, A&G, inspection, design review, engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters, construction, construction monitoring, financing, maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications. 9.2.2 Producer Solvay shall be responsible for any and all costs or expenses that are incurred by National Grid pursuant to this Agreement for the operation, maintenance and repair of the National Grid Interconnection Facilities including any Modifications transferred to National Grid. 9.2.2.1 Solvay shall reimburse National Grid on a quarterly basis for operation, maintenance, and repair costs and expenses. However, if and as requested by National Grid, Solvay shall reimburse National Grid for operation, maintenance, and repair costs and expenses in advance of National Grid incurring the aforementioned costs or expenses. 9.2.2.2 Operation, maintenance and repair costs and expenses shall include all actual costs and expenses associated with operation, maintenance, repair, spare parts, inspection, engineering and legal services, contract administration, right-of-way acquisition, A&G, working capital (including material adders, overhead charges, and transportation charges), and allowed earnings and/or rates of return approved by a regulatory body having jurisdiction. 9.2.3 Solvay shall be responsible for all legal fees, costs, liabilities, judgments, fines, penalties and other sanctions against National Grid arising out of Solvay's exercise of eminent domain powers, except to the extent that such fees, costs, liabilities, judgments, fines, penalties and other sanctions are attributable to the rightful exercise of such powers. 9.2.4 Solvay shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon Niagara Mohawk National Grid for payments made to Niagara Mohawk National Grid by Producer Solvay for services provided under this Agreement including, but not limited to, the following (to the extent applicable): following: transfer tax, property tax, federal income tax, and New York State taxes, including New York income or gross receipts, sales and use taxes; provided, however, that Niagara Mohawk National Grid shall pay any applicable interest or penalty incurred as a result of Niagara Mohawk’s National Grid's delay in paying such taxes or seeking reimbursement from ProducerSolvay. If any form of tax, other than income or excess profits tax, under any present or future federal, state or other law different from or in addition to the taxes for which participation in or payment by Producer Solvay is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by Niagara Mohawk National Grid with respect to any property, property right, commodity, or service involved in, resulting from or accruing from Niagara Mohawk’s National Grid's performance under this Agreement, which such different or additional tax would not be required to be paid by Niagara Mohawk National Grid in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Producer Solvay to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsection, then in such event Producer Solvay shall fully reimburse Niagara Mohawk National Grid for the full amount of such different or additional tax paid by Niagara MohawkNational Grid. 9.2.2.1 9.2.4.1 If Niagara Mohawk National Grid receives a refund from the taxing authorities of any amounts paid by ProducerSolvay, Niagara Mohawk National Grid shall refund to Producer Solvay such amount refunded Niagara Mohawk National Grid (net of expenses related to obtaining the refund) within thirty (30) days of receiving such refund. 9.2.2.2 9.2.4.2 Notwithstanding the foregoing, ProducerSolvay, at its own expense, shall have the right to require Niagara Mohawk National Grid to seek a Private Letter Ruling from the Internal Revenue Service on whether any of the sums paid to Niagara Mohawk National Grid by Producer Solvay under the terms of this Agreement for the construction of any the facilities required hereunder contemplated herein are subject to U.S. federal taxation. To the extent that the Private Letter Ruling concludes that any such sums are taxable to Niagara MohawkNational Grid, Producer Solvay shall reimburse Niagara Mohawk National Grid for all such taxes consequently imposed upon Niagara Mohawk National Grid in accordance with the terms of this Agreement Producer Agreement. Solvay shall reimburse Niagara Mohawk National Grid for all costs, including but not limited to legal fees, associated with seeking the Private Letter Ruling. 9.2.2.3 9.2.5 Increased income tax to Niagara Mohawk National Grid arising from ProducerSolvay's payment or reimbursement of tax under the preceding provisions will be addressed in the following manner. Any net actual U.S. federal income tax or New York State tax (collectively, for this subsection 9.2.5 "Tax"), if any, arising out of any payment or reimbursement of any tax by Producer Solvay under this Article shall be reimbursed to Niagara MohawkNational Grid. The amount reimbursed to Niagara Mohawk National Grid under this subsection shall consist of (1) the Tax arising under this subsection (the "First Amount"); plus (2) the net actual Tax imposed on the First Amount (the "Second Amount"); plus (3) the net actual Tax imposed on the Second Amount (the "Third Amount"); and plus (4) the net actual Tax imposed on the Third Amount and on each succeeding amount until the final amount is less than one dollar. 9.2.6 Solvay as a municipality is generally exempt from taxation and upon execution of the Agreement, Solvay shall immediately provide to National Grid all documentation required by National Grid to verify Solvay's tax exemption status. 9.3 Niagara Mohawk National Grid agrees to cooperate with Producer, if requested by Producer, Solvay in attempting to minimize Niagara MohawkNational Grid's costs under this Article, provided Producer Solvay reimburses Niagara Mohawk National Grid for all costs incurred by Niagara Mohawk National Grid in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that Producer Solvay shall indemnify, defend, and save harmless Niagara MohawkNational Grid, its agents and employees, against any and all penalties, judgments, fines (civil or criminal), or other costs that may be imposed by any governmental authority as a result hereof, but only to the extent that such penalties, judgments, fines, or other costs are not attributable to Niagara Mohawk's respective gross negligence or intentional misconduct. 9.4 Niagara Mohawk National Grid shall include, with each invoice, invoice documentation supporting the costs, expenses, and/or taxes incurred by Niagara Mohawk National Grid in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2 Niagara Mohawk 9.2.2. 1. National Grid will provide such documentation from its standard accounting methods. Within thirty (30) days from date of the invoice, Producer Solvay shall pay the invoice and/or notify Niagara Mohawk National Grid that Producer Solvay disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected in the invoice and shall specify with particularity the reasons for such dispute. If Producer Solvay disputes any invoice or portion thereof, Producer Solvay shall immediately place into an independent escrow account an amount equal to the portion of the invoice it disputes. Such amount shall remain in escrow until the dispute between the Parties is resolved in accordance with Article 30C XX of this Agreement. If any portion of any invoice Producer Solvay has not disputed remains unpaid thirty (30) days from the invoice date, Niagara Mohawk National Grid shall apply to the unpaid balance, and Producer Solvay shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law. 9.5 Solvay acknowledges and agrees that National Grid has undertaken to construct the National Grid Interconnection Facilities in a particular configuration solely at the request of Solvay and in reliance on Solvay's commitment to pay all of the costs of constructing and maintaining the National Grid Interconnection Facilities. Accordingly, Solvay and National Grid agree that the National Grid Interconnection Facilities and all of its components shall at all times be classified as substation leads that may be directly charged to Solvay and not as improvements to the National Grid Transmission System, except to the extent that National Grid hereafter voluntarily elects to reclassify those facilities as improvements to the National Grid Transmission System. Solvay hereby waives its right to challenge any of the provisions of this Section 9.5 under Section 206 of the Federal Power Act ("FPA"). Nothing contained in this Section 9.5 shall be construed as limiting Solvay's rights under Section 206 of the FPA with respect to the appropriate treatment of costs attributable to any portion of the National Grid Interconnection Facilities that National Grid may hereafter voluntarily reclassify or through National Grid’s actions functionally reclassify as improvements to the National Grid Transmission System rather than as substation leads.

COST PAYMENTS. 9.1 Niagara Mohawk shall invoice Producer at the start of each calendar quarter in an amount equal to Niagara Mohawk's actual costs and expenses for which Niagara Mohawk is to be reimbursed under this Agreement. 9.2 The Producer shall pay Niagara Mohawk within thirty (30) calendar days of receipt of an invoice for all costs reasonably incurred by Niagara Mohawk under this Agreement. 9.2.1 Consistent with applicable Niagara Mohawk Retail Tariff requirements, the Producer shall be responsible for all actual costs that Niagara Mohawk reasonably incurs, including, but not limited to, capital costs, labor (direct and distributable); labor fringe benefits and payroll taxes; invoices for material, contractors, consultants, etc.; employee expenses; storeroom material and handling; any and all costs and expenses resulting from damage to Niagara Mohawk property not otherwise covered by insurance; sales and/or use taxes on invoices and material; transportation; allowance for funds used during construction (“AFUDC”); administrative and general expense (A&G) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership, operation, repair, A&G, inspection, design review, engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters, construction, construction monitoring, financing, maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications. 9.2.2 Producer shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon Niagara Mohawk for payments made to Niagara Mohawk by Producer for services provided under this Agreement including, but not limited to, the following (to the extent applicable): transfer tax, property tax, federal income tax, and New York State taxes, including New York income or gross receipts, sales and use taxes; provided, however, that Niagara Mohawk shall pay any applicable interest or penalty incurred as a result of Niagara Mohawk’s delay in paying such taxes or seeking reimbursement from Producer. If any form of tax, other than income or excess profits tax, under any present or future federal, state or other law different from or in addition to the taxes for which participation in or payment by Producer is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by Niagara Mohawk with respect to any property, property right, commodity, or service involved in, resulting from or accruing from Niagara Mohawk’s performance under this Agreement, which such different or additional tax would not be required to be paid by Niagara Mohawk in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Producer to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsection, then in such event Producer shall fully reimburse Niagara Mohawk for the full amount of such different or additional tax paid by Niagara Mohawk. 9.2.2.1 If Niagara Mohawk receives a refund from the taxing authorities of any amounts paid by Producer, Niagara Mohawk shall refund to Producer such amount refunded Niagara Mohawk (net of expenses related to obtaining the refund) within thirty (30) days of receiving such refund. 9.2.2.2 Notwithstanding the foregoing, Producer, at its own expense, shall have the right to require Niagara Mohawk to seek a Private Letter Ruling from the Internal Revenue Service on whether any of the sums paid to Niagara Mohawk by Producer under the terms of this Agreement for the construction of any facilities required hereunder are subject to U.S. federal taxation. To the extent that the Private Letter Ruling Xxxxxx concludes that any such sums are taxable to Niagara Mohawk, Producer shall reimburse Niagara Mohawk for all such taxes consequently imposed upon Niagara Mohawk in accordance with the terms of this Agreement Producer shall reimburse Niagara Mohawk for all costs, including but not limited to legal fees, associated with seeking the Private Letter Ruling. 9.2.2.3 Increased income tax to Niagara Mohawk arising from Producer's payment or reimbursement of tax under the preceding provisions will be addressed in the following manner. Any net actual U.S. federal income tax or New York State tax (collectively, for this subsection 9.2.5 "Tax"), if any, arising out of any payment or reimbursement of any tax by Producer under this Article shall be reimbursed to Niagara Mohawk. The amount reimbursed to Niagara Mohawk under this subsection shall consist of (1) the Tax arising under this subsection (the "First Amount"); plus (2) the net actual Tax imposed on the First Amount (the "Second Amount"); plus (3) the net actual Tax imposed on the Second Amount (the "Third Amount"); and plus (4) the net actual Tax imposed on the Third Amount and on each succeeding amount until the final amount is less than one dollar. 9.3 Niagara Mohawk agrees to cooperate with Producer, if requested by Producer, in attempting to minimize Niagara Mohawk's costs under this Article, provided Producer reimburses Niagara Mohawk for all costs incurred by Niagara Mohawk in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that Producer shall indemnify, defend, and save harmless Niagara Mohawk, its agents and employees, against any and all penalties, judgments, fines (civil or criminal), or other costs that may be imposed by any governmental authority as a result hereof, but only to the extent that such penalties, judgments, fines, or other costs are not attributable to Niagara Mohawk's respective gross negligence or intentional misconduct. 9.4 Niagara Mohawk shall include, with each invoice, documentation supporting the costs, expenses, and/or taxes incurred by Niagara Mohawk in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2 Niagara Mohawk will provide such documentation from its standard accounting methods. Within thirty (30) days from date of the invoice, Producer shall pay the invoice and/or notify Niagara Mohawk that Producer disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected in the invoice and shall specify with particularity the reasons for such dispute. If Producer disputes any invoice or portion thereof, Producer shall immediately place into an independent escrow account an amount equal to the portion of the invoice it disputes. Such amount shall remain in escrow until the dispute between the Parties is resolved in accordance with Article 30C of this Agreement. If any portion of any invoice Producer has not disputed remains unpaid thirty (30) days from the invoice date, Niagara Mohawk shall apply to the unpaid balance, and Producer shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law.

COST PAYMENTS. 9.1 Niagara Mohawk 10.1 National Grid shall invoice Producer at the start of each calendar quarter Customer monthly in an amount equal to Niagara MohawkNational Grid's actual costs and expenses for which Niagara Mohawk National Grid is to be reimbursed under this Agreement. However, if and as requested by National Grid, Customer shall reimburse National Grid for costs and expenses in advance of National Grid incurring the aforementioned costs or expenses. If National Grid requires advance payment pursuant to this Section 10.1, National Grid shall use Reasonable Efforts to develop a mutually acceptable schedule for any such advance payments. 9.2 The Producer 10.2 Customer shall pay Niagara Mohawk National Grid within thirty (30) calendar days Calendar Days of receipt of an invoice invoicing for all costs reasonably incurred by Niagara Mohawk National Grid under this Agreement for which Customer is responsible pursuant to the terms and conditions of this Agreement. 9.2.1 Consistent with applicable Niagara Mohawk Retail Tariff requirements, the Producer shall be responsible for all actual costs that Niagara Mohawk reasonably incurs, including, as applicable, but not limited to, the cost of: constructing Modifications; relocations, rearrangements, abandonments or retirements; operation, maintenance, repair and spare parts; metering, telemetering and communication media; and miscellaneous studies, testing, documentation and items performed by National Grid at the request of Customer. 10.2.1 To the extent Customer is responsible pursuant to the terms and conditions of this Agreement for the actual costs of National Grid, such costs may include, as applicable, but may not be limited to, capital costs, labor (direct and distributable); labor fringe benefits and payroll taxes; invoices for material, contractors, consultants, etc.; employee expenses; storeroom material and handling; any and all costs and expenses resulting from damage to Niagara Mohawk National Grid property not otherwise covered by insurance, including risk of loss of Modifications during construction; sales and/or use taxes on invoices and material; transportation; allowance for funds used during construction (“AFUDC”); administrative and general expense (“A&G”) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership, operation, repair, spare parts, A&G, inspection, design review, engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters, construction, construction monitoring, financing, maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications. 9.2.2 Producer 10.2.2 Customer shall be responsible for any and all costs or expenses that are incurred by National Grid pursuant to this Agreement for the operation, maintenance and repair of the Interconnection Facilities including any Modifications transferred to National Grid 10.2.2.1 Customer shall reimburse National Grid on a monthly basis for operation, maintenance, and repair costs and expenses. However, if and as requested by National Grid, Customer shall reimburse National Grid for operation, maintenance, and repair costs and expenses in advance of National Grid incurring the aforementioned costs or expenses. If National Grid requires advance payment pursuant to this Section 10.2.2.1, National Grid shall use Reasonable Efforts to develop a mutually acceptable schedule for any such advance payments. 10.2.2.2 Reimbursable operation, maintenance and repair costs and expenses shall include all actual costs and expenses associated with operation, maintenance, repair, spare parts, inspection, engineering and legal services, contract administration, right-of-way acquisition, A&G, working capital (including material adders, overhead charges, and transportation charges), and allowed earnings and/or rates of return approved by a regulatory body having jurisdiction. 10.2.3 Customer shall be responsible for all legal fees, costs, liabilities, judgments, fines, penalties and other sanctions against National Grid arising out of Customer's exercise of eminent domain powers, except to the extent that such fees, costs, liabilities, judgments, fines, penalties and other sanctions are attributable to the rightful exercise of such powers. 10.2.4 Customer shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon Niagara Mohawk National Grid for payments made to Niagara Mohawk National Grid by Producer Customer for services provided under this Agreement including, but not limited to, the following (to the extent applicable): following: transfer tax, property tax, federal income tax, and New York State taxes, including New York income or gross receipts, sales and use taxes; provided, however, that Niagara Mohawk National Grid shall pay any applicable interest or penalty incurred as a result of Niagara Mohawk’s National Grid's delay in paying such taxes or seeking reimbursement from ProducerCustomer. If any form of tax, other than income or excess profits tax, under any present or future federal, state or other law different from or in addition to the taxes for which participation in or payment by Producer Customer is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by Niagara Mohawk National Grid with respect to any property, property right, commodity, or service involved in, resulting from or accruing from Niagara Mohawk’s National Grid's performance under this Agreement, which such different or additional tax would not be required to be paid by Niagara Mohawk National Grid in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Producer Customer to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsectionSection, then in such event Producer Customer shall fully reimburse Niagara Mohawk National Grid for the full amount of such different or additional tax paid by Niagara MohawkNational Grid. 9.2.2.1 10.2.4.1 If Niagara Mohawk National Grid receives a refund from the taxing authorities of any amounts paid by ProducerCustomer, Niagara Mohawk National Grid shall refund to Producer Customer such amount refunded Niagara Mohawk National Grid (net of expenses related to obtaining the refund) within thirty (30) days Calendar Days of receiving such refund. 9.2.2.2 10.2.4.2 Notwithstanding the foregoing, ProducerCustomer, at its own expense, shall have the right to require Niagara Mohawk National Grid to seek a Private Letter Ruling from the Internal Revenue Service on whether any of the sums paid to Niagara Mohawk National Grid by Producer Customer under the terms of this Agreement for the construction of any the facilities required hereunder contemplated herein are subject to U.S. federal taxation. To the extent that the Private Letter Ruling Xxxxxx concludes that any such sums are taxable to Niagara MohawkNational Grid., Producer Customer shall reimburse Niagara Mohawk National Grid for all such taxes consequently imposed upon Niagara Mohawk National Grid in accordance with the terms of this Agreement Producer Agreement. Customer shall reimburse Niagara Mohawk National Grid for all costs, including but not limited to legal fees, associated with seeking the Private Letter Ruling. 9.2.2.3 10.2.5 Increased income tax to Niagara Mohawk National Grid arising from ProducerCustomer's payment or reimbursement of tax under the preceding provisions will be addressed in the following manner. Any net actual U.S. federal income tax or New York State tax (collectively, for this subsection 9.2.5 Section 10.2.5 "Tax"), if any, arising out of any payment or reimbursement of any tax by Producer Customer under this Article shall be reimbursed to Niagara MohawkNational Grid. The amount reimbursed to Niagara Mohawk National Grid under this subsection Section shall consist of (1) the Tax arising under this subsection Section (the "First Amount"); plus (2) the net actual Tax imposed on the First Amount (the "Second Amount"); plus (3) the net actual Tax imposed on the Second Amount (the "Third Amount"); and plus (4) the net actual Tax imposed on the Third Amount and on each succeeding amount until the final amount is less than one dollar. 9.3 Niagara Mohawk 10.2.6 If Customer is generally exempt from taxation, Customer shall provide to National Grid all documentation reasonably required by National Grid to verify Customer's tax exemption status. 10.3 National Grid agrees to cooperate with Producer, if requested by Producer, the Customer in attempting to minimize Niagara MohawkNational Grid's costs under this ArticleAgreement, provided Producer Customer reimburses Niagara Mohawk National Grid for all costs incurred by Niagara Mohawk National Grid in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that Producer Customer shall indemnify, defend, and save harmless Niagara MohawkNational Grid, its agents and employees, against any and all penalties, judgments, fines (civil or criminal), or other costs that may be imposed by any governmental authority Governmental Authority as a result hereof. Where reasonably practicable, but only National Grid shall provide Customer with advance notice of any costs National Grid expects to the extent that incur under this Section 10.3 and, if Customer objects to reimbursing National Grid for such penaltiescosts, judgments, fines, or other costs are not attributable National Grid shall be under no obligation to Niagara Mohawk's respective gross negligence or intentional misconductincur such costs. 9.4 Niagara Mohawk 10.4 National Grid shall include, include with each invoice, documentation supporting the costs, expenses, and/or taxes incurred by Niagara Mohawk in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2 Niagara Mohawk National Grid. National Grid will provide such documentation from its standard accounting methods. Within thirty (30) days Calendar Days from date of the invoice, Producer Customer shall pay the invoice and/or notify Niagara Mohawk National Grid that Producer Customer disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected in the invoice and shall specify with particularity the reasons for such dispute. If Producer Customer disputes any invoice or portion thereof, Producer Customer shall immediately place into an independent escrow account an amount equal to the portion of the invoice it disputes. Such amount shall remain in escrow until the dispute between the Parties is resolved in accordance with Article 30C XXI of this Agreement. If any portion of any invoice Producer Customer has not disputed remains unpaid thirty (30) days Calendar Days from the invoice date, Niagara Mohawk National Grid shall apply to the unpaid balance, and Producer Customer shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law.

COST PAYMENTS. 9.1 Niagara Mohawk National Grid shall invoice Producer Solvay at the start of each calendar quarter in an amount equal to Niagara MohawkNational Grid's actual costs and expenses for which Niagara Mohawk National Grid is to be reimbursed under this Agreement. However, if and as requested by National Grid, Solvay shall reimburse National Grid for costs and expenses in advance of National Grid incurring the aforementioned costs or expenses. 9.2 The Producer Solvay shall pay Niagara Mohawk National Grid within thirty (30) calendar days of receipt of an invoice invoicing for all costs reasonably incurred by Niagara Mohawk National Grid under this Agreement, including, but not limited to, the cost of: constructing the National Grid Interconnection Facilities, Upgrades and Modifications; relocations, rearrangements, abandonments or retirements; operation, maintenance, repair and spare parts; metering, telemetering and communication media; and miscellaneous studies, testing, documentation and items performed by National Grid at the request of Solvay. 9.2.1 Consistent with applicable Niagara Mohawk Retail Tariff requirements, the Producer Solvay shall be responsible for all actual costs that Niagara Mohawk reasonably incursof National Grid, including, but not limited to, capital costs, labor (direct and distributable); labor fringe benefits and payroll taxes; invoices for material, contractors, consultants, etc.; employee expenses; storeroom material and handling; any and all costs and expenses resulting from damage to Niagara Mohawk National Grid property not otherwise covered by insuranceinsurance including risk of loss of the National Grid Interconnection Facilities during construction; sales and/or use taxes on invoices and material; transportation; allowance for funds used during construction (“AFUDC”); administrative and general expense (A&G) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership, operation, repair, spare parts, A&G, inspection, design review, engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters, construction, construction monitoring, financing, maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications. 9.2.2 Producer Solvay shall be responsible for any and all costs or expenses that are incurred by National Grid pursuant to this Agreement for the operation, maintenance and repair of the National Grid Interconnection Facilities including any Modifications transferred to National Grid. 9.2.2.1 Solvay shall reimburse National Grid on a quarterly basis for operation, maintenance, and repair costs and expenses. However, if and as requested by National Grid, Solvay shall reimburse National Grid for operation, maintenance, and repair costs and expenses in advance of National Grid incurring the aforementioned costs or expenses. 9.2.2.2 Operation, maintenance and repair costs and expenses shall include all actual costs and expenses associated with operation, maintenance, repair, spare parts, inspection, engineering and legal services, contract administration, right-of-way acquisition, A&G, working capital (including material adders, overhead charges, and transportation charges), and allowed earnings and/or rates of return approved by a regulatory body having jurisdiction. 9.2.3 Solvay shall be responsible for all legal fees, costs, liabilities, judgments, fines, penalties and other sanctions against National Grid arising out of Solvay's exercise of eminent domain powers, except to the extent that such fees, costs, liabilities, judgments, fines, penalties and other sanctions are attributable to the rightful exercise of such powers. 9.2.4 Solvay shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon Niagara Mohawk National Grid for payments made to Niagara Mohawk National Grid by Producer Solvay for services provided under this Agreement including, but not limited to, the following (to the extent applicable): following: transfer tax, property tax, federal income tax, and New York State taxes, including New York income or gross receipts, sales and use taxes; provided, however, that Niagara Mohawk National Grid shall pay any applicable interest or penalty incurred as a result of Niagara Mohawk’s National Grid's delay in paying such taxes or seeking reimbursement from ProducerSolvay. If any form of tax, other than income or excess profits tax, under any present or future federal, state or other law different from or in addition to the taxes for which participation in or payment by Producer Solvay is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by Niagara Mohawk National Grid with respect to any property, property right, commodity, or service involved in, resulting from or accruing from Niagara Mohawk’s National Grid's performance under this Agreement, which such different or additional tax would not be required to be paid by Niagara Mohawk National Grid in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Producer Solvay to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsection, then in such event Producer Solvay shall fully reimburse Niagara Mohawk National Grid for the full amount of such different or additional tax paid by Niagara MohawkNational Grid. 9.2.2.1 9.2.4.1 If Niagara Mohawk National Grid receives a refund from the taxing authorities of any amounts paid by ProducerSolvay, Niagara Mohawk National Grid shall refund to Producer Solvay such amount refunded Niagara Mohawk National Grid (net of expenses related to obtaining the refund) within thirty (30) days of receiving such refund. 9.2.2.2 9.2.4.2 Notwithstanding the foregoing, ProducerSolvay, at its own expense, shall have the right to require Niagara Mohawk National Grid to seek a Private Letter Ruling from the Internal Revenue Service on whether any of the sums paid to Niagara Mohawk National Grid by Producer Solvay under the terms of this Agreement for the construction of any the facilities required hereunder contemplated herein are subject to U.S. federal taxation. To the extent that the Private Letter Ruling Xxxxxx concludes that any such sums are taxable to Niagara MohawkNational Grid, Producer Solvay shall reimburse Niagara Mohawk National Grid for all such taxes consequently imposed upon Niagara Mohawk National Grid in accordance with the terms of this Agreement Producer Agreement. Solvay shall reimburse Niagara Mohawk National Grid for all costs, including but not limited to legal fees, associated with seeking the Private Letter Ruling. 9.2.2.3 9.2.5 Increased income tax to Niagara Mohawk National Grid arising from ProducerSolvay's payment or reimbursement of tax under the preceding provisions will be addressed in the following manner. Any net actual U.S. federal income tax or New York State tax (collectively, for this subsection 9.2.5 "Tax"), if any, arising out of any payment or reimbursement of any tax by Producer Solvay under this Article shall be reimbursed to Niagara MohawkNational Grid. The amount reimbursed to Niagara Mohawk National Grid under this subsection shall consist of (1) the Tax arising under this subsection (the "First Amount"); plus (2) the net actual Tax imposed on the First Amount (the "Second Amount"); plus (3) the net actual Tax imposed on the Second Amount (the "Third Amount"); and plus (4) the net actual Tax imposed on the Third Amount and on each succeeding amount until the final amount is less than one dollar. 9.2.6 Solvay as a municipality is generally exempt from taxation and upon execution of the Agreement, Solvay shall immediately provide to National Grid all documentation required by National Grid to verify Solvay's tax exemption status. 9.3 Niagara Mohawk National Grid agrees to cooperate with Producer, if requested by Producer, Solvay in attempting to minimize Niagara MohawkNational Grid's costs under this Article, provided Producer Solvay reimburses Niagara Mohawk National Grid for all costs incurred by Niagara Mohawk National Grid in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that Producer Solvay shall indemnify, defend, and save harmless Niagara MohawkNational Grid, its agents and employees, against any and all penalties, judgments, fines (civil or criminal), or other costs that may be imposed by any governmental authority as a result hereof, but only to the extent that such penalties, judgments, fines, or other costs are not attributable to Niagara Mohawk's respective gross negligence or intentional misconduct. 9.4 Niagara Mohawk National Grid shall include, with each invoice, invoice documentation supporting the costs, expenses, and/or taxes incurred by Niagara Mohawk National Grid in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2 Niagara Mohawk 9.2.2. 1. National Grid will provide such documentation from its standard accounting methods. Within thirty (30) days from date of the invoice, Producer Solvay shall pay the invoice and/or notify Niagara Mohawk National Grid that Producer Solvay disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected in the invoice and shall specify with particularity the reasons for such dispute. If Producer Solvay disputes any invoice or portion thereof, Producer Solvay shall immediately place into an independent escrow account an amount equal to the portion of the invoice it disputes. Such amount shall remain in escrow until the dispute between the Parties is resolved in accordance with Article 30C XX of this Agreement. If any portion of any invoice Producer Solvay has not disputed remains unpaid thirty (30) days from the invoice date, Niagara Mohawk National Grid shall apply to the unpaid balance, and Producer Solvay shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law. 9.5 Solvay acknowledges and agrees that National Grid has undertaken to construct the National Grid Interconnection Facilities in a particular configuration solely at the request of Solvay and in reliance on Solvay's commitment to pay all of the costs of constructing and maintaining the National Grid Interconnection Facilities. Accordingly, Solvay and National Grid agree that the National Grid Interconnection Facilities and all of its components shall at all times be classified as substation leads that may be directly charged to Solvay and not as improvements to the National Grid Transmission System, except to the extent that National Grid hereafter voluntarily elects to reclassify those facilities as improvements to the National Grid Transmission System. Solvay hereby waives its right to challenge any of the provisions of this Section 9.5 under Section 206 of the Federal Power Act ("FPA"). Nothing contained in this Section 9.5 shall be construed as limiting Solvay's rights under Section 206 of the FPA with respect to the appropriate treatment of costs attributable to any portion of the National Grid Interconnection Facilities that National Grid may hereafter voluntarily reclassify or through National Grid’s actions functionally reclassify as improvements to the National Grid Transmission System rather than as substation leads.

COST PAYMENTS. 9.1 Niagara Mohawk shall invoice Producer at the start of each calendar quarter in an amount equal to Niagara Mohawk's actual costs and expenses for which Niagara Mohawk is to be reimbursed under this Agreement. 9.2 The Producer shall pay Niagara Mohawk within thirty (30) calendar days of receipt of an invoice for all costs reasonably incurred by Niagara Mohawk under this Agreement. 9.2.1 Consistent with applicable Niagara Mohawk Retail Tariff requirements, the Producer shall be responsible for all actual costs that Niagara Mohawk reasonably incurs, including, but not limited to, capital costs, labor (direct and distributable); labor fringe benefits and payroll taxes; invoices for material, contractors, consultants, etc.; employee expenses; storeroom material and handling; any and all costs and expenses resulting from damage to Niagara Mohawk property not otherwise covered by insurance; sales and/or use taxes on invoices and material; transportation; allowance for funds used during construction (“AFUDC”); administrative and general expense (A&G) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership, operation, repair, A&G, inspection, design review, engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters, construction, construction monitoring, financing, maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications. 9.2.2 Producer shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon Niagara Mohawk for payments made to Niagara Mohawk by Producer for services provided under this Agreement including, but not limited to, the following (to the extent applicable): transfer tax, property tax, federal income tax, and New York State taxes, including New York income or gross receipts, sales and use taxes; provided, however, that Niagara Mohawk shall pay any applicable interest or penalty incurred as a result of Niagara Mohawk’s delay in paying such taxes or seeking reimbursement from Producer. If any form of tax, other than income or excess profits tax, under any present or future federal, state or other law different from or in addition to the taxes for which participation in or payment by Producer is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by Niagara Mohawk with respect to any property, property right, commodity, or service involved in, resulting from or accruing from Niagara Mohawk’s performance under this Agreement, which such different or additional tax would not be required to be paid by Niagara Mohawk in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Producer to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsection, then in such event Producer shall fully reimburse Niagara Mohawk for the full amount of such different or additional tax paid by Niagara Mohawk. 9.2.2.1 If Niagara Mohawk receives a refund from the taxing authorities of any amounts paid by Producer, Niagara Mohawk shall refund to Producer such amount refunded Niagara Mohawk (net of expenses related to obtaining the refund) within thirty (30) days of receiving such refund. 9.2.2.2 Notwithstanding the foregoing, Producer, at its own expense, shall have the right to require Niagara Mohawk to seek a Private Letter Ruling from the Internal Revenue Service on whether any of the sums paid to Niagara Mohawk by Producer under the terms of this Agreement for the construction of any facilities required hereunder are subject to U.S. federal taxation. To the extent that the Private Letter Ruling Xxxxxx concludes that any such sums are taxable to Niagara Mohawk, Producer shall reimburse Niagara Mohawk for all such taxes consequently imposed upon Niagara Mohawk in accordance with the terms of this Agreement Producer shall reimburse Niagara Mohawk for all costs, including but not limited to legal fees, associated with seeking the Private Letter Ruling. 9.2.2.3 Increased income tax to Niagara Mohawk arising from Producer's payment or reimbursement of tax under the preceding provisions will be addressed in the following manner. Any net actual U.S. federal income tax or New York State tax (collectively, for this subsection 9.2.5 "Tax"), if any, arising out of any payment or reimbursement of any tax by Producer under this Article shall be reimbursed to Niagara Mohawk. The amount reimbursed to Niagara Mohawk under this subsection shall consist of (1) the Tax arising under this subsection (the "First Amount"); plus (2) the net actual Tax imposed on the First Amount (the "Second Amount"); plus (3) the net actual Tax imposed on the Second Amount (the "Third Amount"); and plus (4) the net actual Tax imposed on the Third Amount and on each succeeding amount until the final amount is less than one dollar. 9.3 Niagara Mohawk agrees to cooperate with Producer, if requested by Producer, in attempting to minimize Niagara Mohawk's costs under this Article, provided Producer reimburses Niagara Mohawk for all costs incurred by Niagara Mohawk in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that Producer shall indemnify, defend, and save harmless Niagara Mohawk, its agents and employees, against any and all penalties, judgments, fines (civil or criminal), or other costs that may be imposed by any governmental authority as a result hereof, but only to the extent that such penalties, judgments, fines, or other costs are not attributable to Niagara Mohawk's respective gross negligence or intentional misconduct. 9.4 Niagara Mohawk shall include, with each invoice, documentation supporting the costs, expenses, and/or taxes incurred by Niagara Mohawk in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2 Niagara Mohawk will provide such documentation from its standard accounting methods. Within thirty (30) days from date of the invoice, Producer shall pay the invoice and/or notify Niagara Mohawk that Producer disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected in the invoice and shall specify with particularity the reasons for such dispute. If Producer disputes any invoice or portion thereof, Producer shall immediately place into an independent escrow account an amount equal to the portion of the invoice it disputes. Such amount shall remain in escrow until the dispute between the Parties is resolved in accordance with Article 30C of this Agreement. If any portion of any invoice Producer has not disputed remains unpaid thirty (30) days from the invoice date, Niagara Mohawk shall apply to the unpaid balance, and Producer shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law.

COST PAYMENTS. 9.1 Niagara Mohawk shall invoice Producer at the start of each calendar quarter in an amount equal to Niagara Mohawk's actual costs and expenses for which Niagara Mohawk is to be reimbursed under this Agreement. 9.2 The Producer shall pay Niagara Mohawk within thirty (30) calendar days of receipt of an invoice for all costs reasonably incurred by Niagara Mohawk under this Agreement. 9.2.1 Consistent with applicable Niagara Mohawk Retail Tariff requirements, the Producer shall be responsible for all actual costs that Niagara Mohawk reasonably incurs, including, but not limited to, capital costs, labor (direct and distributable); labor fringe benefits and payroll taxes; invoices for material, contractors, consultants, etc.; employee expenses; storeroom material and handling; any and all costs and expenses resulting from damage to Niagara Mohawk property not otherwise covered by insurance; sales and/or use taxes on invoices and material; transportation; allowance a llowance for funds used during construction (“AFUDC”); administrative and general expense (A&G) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership, operation, repair, A&G, inspection, design review, engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters, construction, construction monitoring, financing, maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications. 9.2.2 The Producer shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon Niagara Mohawk for payments made to Niagara Mohawk by Producer for services provided under this Agreement including, but not limited to, the following (to the extent applicable): transfer tax, property tax, federal income tax, and New York State taxes, including New York income or gross receipts, sales and use taxes; provided, however, that Niagara Mohawk shall pay any applicable interest or penalty incurred as a result of Niagara Mohawk’s delay in paying such taxes or seeking reimbursement from the Producer. If any form of tax, other than income or excess profits tax, under any present or future federal, state or other law different from or in addition to the taxes for which participation in or payment by Producer is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by Niagara Mohawk with respect to any property, property right, commodity, or service involved in, resulting from or accruing from Niagara MohawkMohawksMohawk’s performance under this Agreement, which such different or additional tax would not be required to be paid by Niagara Mohawk in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Producer to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsection, then in such event Producer shall fully reimburse Niagara Mohawk for the full amount of such different or additional tax paid by Niagara Mohawk. 9.2.2.1 If Niagara Mohawk receives a refund from the taxing authorities of any amounts paid by Producer, Niagara Mohawk shall refund to Producer such amount refunded Niagara Mohawk (net of expenses related to obtaining the refund) within thirty (30) days of receiving such refund. 9.2.2.2 Notwithstanding the foregoing, Producer, at its own expense, shall have the right to require Niagara Mohawk to seek a Private Letter Ruling from the Internal Revenue Service on whether any of the sums paid to Niagara Mohawk by Producer under the terms of this Agreement for the construction of any facilities required hereunder are subject to U.S. federal taxation. To the extent that the Private Letter Ruling concludes that any such sums are taxable to Niagara Mohawk, Producer shall reimburse Niagara Mohawk for all such taxes consequently imposed upon Niagara Mohawk in accordance with the terms of this Agreement Producer shall reimburse Niagara Mohawk for all costs, including but not limited to legal fees, associated with seeking the Private Letter Ruling. 9.2.2.3 Increased income tax to Niagara Mohawk arising from Producer's payment or reimbursement of tax under the preceding provisions will be addressed in the following manner. Any net actual U.S. federal income tax or New York State tax (collectively, for this subsection 9.2.5 "Tax"), if any, arising out of any payment or reimbursement of any tax by Producer under this Article shall be reimbursed to Niagara Mohawk. The amount reimbursed to Niagara Mohawk under this subsection shall consist of (1) the Tax arising under this subsection (the "First Amount"); plus (2) the net actual Tax imposed on the First Amount (the "Second Amount"); plus (3) the net actual Tax imposed on the Second Amount (the "Third Amount"); and plus (4) the net actual Tax imposed on the Third Amount and on each succeeding amount until the final amount is less than one dollar. 9.3 Niagara Mohawk agrees to cooperate with the Producer, if requested by the Producer, in attempting to minimize Niagara Mohawk's costs under this Article, provided the Producer reimburses Niagara Mohawk for all costs incurred by Niagara Mohawk in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that the Producer shall indemnify, defend, and save harmless Niagara Mohawk, its agents and employees, against any and all penalties, judgments, fines (civil or criminal), or other costs that may be imposed by any governmental authority as a result hereof, but only to the extent that such penalties, judgments, fines, or other costs are not attributable to Niagara Mohawk's respective gross negligence or intentional misconduct. 9.4 Niagara Mohawk shall include, with each invoice, documentation supporting the costs, expenses, and/or taxes incurred by Niagara Mohawk in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2 Niagara Mohawk will provide such documentation from its standard accounting methods. Within thirty (30) days from date of the invoice, Producer shall pay the invoice and/or notify Niagara Mohawk that Producer disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected in the invoice and shall specify with particularity the reasons for such dispute. If Producer disputes any invoice or portion thereof, the Producer shall immediately place into an independent escrow account an amount equal to the portion of the invoice it disputes. Such amount shall remain in escrow until the dispute between the Parties is resolved in accordance with Article 30C of this Agreement. If any portion of any invoice the Producer has not disputed remains unpaid thirty (30) days from the invoice date, Niagara Mohawk shall apply to the unpaid balance, and Producer shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law.

COST PAYMENTS. 9.1 The Companies, with respect to the Co-owned Transmission Facilities and Niagara Mohawk Mohawk, with respect to the Transmission System, shall invoice Producer at the start of each calendar quarter in an amount equal to the Companies' and Niagara Mohawk's actual costs and expenses for which the Companies and Niagara Mohawk is are to be reimbursed under this Agreement. 9.2 The Producer shall pay the Companies, with respect to the Co-owned Transmission Facilities and Niagara Mohawk Mohawk, with respect to the Transmission System or metering, telemetering, and communication medium, within thirty (30) calendar days of receipt of an invoice invoicing for all costs and expenses reasonably incurred by the Companies and/or Niagara Mohawk which are reimbursable under this Agreement. 9.2.1 Consistent with applicable Niagara Mohawk Retail Tariff requirements, the Producer . Such costs shall be responsible for all actual costs that Niagara Mohawk reasonably incurs, includinginclude, but not be limited to, capital costs, labor (direct and distributable); labor fringe benefits and payroll taxes; invoices for material, contractors, consultants, etc.; employee expenses; storeroom material and handling; any and all costs and expenses resulting from damage to Niagara Mohawk property not otherwise covered by insurance; sales and/or use taxes on invoices and material; transportation; allowance for funds used during construction (“AFUDC”); administrative and general expense expenses (A&G) at the current rate applied to the total of all costs; and state, county, local sales and use taxes applied to the total of all costs and administrative and general and expenses associated with the acquisition, ownership, operation, repair, A&G, inspection, design review, engineering, surveying, project management and coordination, testing of electrical equipment and installation of energy management system remote terminal units and revenue meters, construction, construction monitoring, financing, maintenance, environmental and regulatory permitting and licensing of, taxes and transfer of title of any new facilities and Modifications. 9.2.2 Producer shall be responsible for any and all federal, state, local, and foreign taxes levied or assessed upon Niagara Mohawk for payments made to Niagara Mohawk by Producer for services provided under this Agreement including, but not limited to, the following (to the extent applicable): transfer tax, property tax, federal income tax, and New York State taxes, including New York income or gross receipts, sales and use taxes; provided, however, that Niagara Mohawk shall pay any applicable interest or penalty incurred as a result of Niagara Mohawk’s delay in paying such taxes or seeking reimbursement from Producer. If any form of tax, other than income or excess profits tax, under any present or future federal, state or other law different from or in addition to the taxes for which participation in or payment by Producer is provided herein or elsewhere in this Agreement, is required to be paid, levied or assessed against or incurred by Niagara Mohawk with respect to any property, property right, commodity, or service involved in, resulting from or accruing from Niagara Mohawk’s performance under this Agreement, which such different or additional tax would not be required to be paid by Niagara Mohawk in the absence of this Agreement and, with respect to such different or additional tax, no obligation of Producer to participate or pay would have attached under the provisions of this Agreement elsewhere than in this subsection, then in such event Producer shall fully reimburse Niagara Mohawk for the full amount of such different or additional tax paid by Niagara Mohawk. 9.2.2.1 If Niagara Mohawk receives a refund from the taxing authorities of any amounts paid by Producer, Niagara Mohawk shall refund to Producer such amount refunded Niagara Mohawk (net of expenses related to obtaining the refund) within thirty (30) days of receiving such refund. 9.2.2.2 Notwithstanding the foregoing, Producer, at its own expense, shall have the right to require Niagara Mohawk to seek a Private Letter Ruling from the Internal Revenue Service on whether any of the sums paid to Niagara Mohawk by Producer under the terms of this Agreement for the construction of any facilities required hereunder are subject to U.S. federal taxation. To the extent that the Private Letter Ruling concludes that any such sums are taxable to Niagara Mohawk, Producer shall reimburse Niagara Mohawk for all such taxes consequently imposed upon Niagara Mohawk in accordance with the terms of this Agreement Producer shall reimburse Niagara Mohawk for all costs, including but not limited to legal fees, associated with seeking the Private Letter Ruling. 9.2.2.3 Increased income tax to Niagara Mohawk arising from Producer's payment or reimbursement of tax under the preceding provisions will be addressed in the following manner. Any net actual U.S. federal income tax or New York State tax (collectively, for this subsection 9.2.5 "Tax"), if any, arising out of any payment or reimbursement of any tax by Producer under this Article shall be reimbursed to Niagara Mohawk. The amount reimbursed to Niagara Mohawk under this subsection shall consist of (1) the Tax arising under this subsection (the "First Amount"); plus (2) the net actual Tax imposed on the First Amount (the "Second Amount"); plus (3) the net actual Tax imposed on the Second Amount (the "Third Amount"); and plus (4) the net actual Tax imposed on the Third Amount and on each succeeding amount until the final amount is less than one dollar. 9.3 Niagara Mohawk agrees to cooperate with Producer, if requested by Producer, in attempting to minimize Niagara Mohawk's costs under this Article, provided Producer reimburses Niagara Mohawk for all costs incurred by Niagara Mohawk in connection with such cooperation, including reasonable attorneys' fees and expenses, and provided further that Producer shall indemnify, defend, and save harmless Niagara Mohawk, its agents and employees, against any and all penalties, judgments, fines (civil or criminal), or other costs that may be imposed by any governmental authority as a result hereof, but only to the extent that such penalties, judgments, fines, or other costs are not attributable to Niagara Mohawk's respective gross negligence or intentional misconduct. 9.4 Niagara Mohawk shall include, with each invoice, documentation supporting the costs, expenses, and/or taxes incurred by Niagara Mohawk in the previous quarter, or to be incurred in the next quarter, as provided for in 9.2 Niagara Mohawk will provide such documentation from its standard accounting methods. Within thirty (30) days from date of the invoice, Producer shall pay the invoice and/or notify Niagara Mohawk that Producer disputes, in whole or in part, any of the costs, expenses, and/or taxes reflected in the invoice and shall specify with particularity the reasons for such dispute. If Producer disputes any invoice or portion thereof, Producer shall immediately place into an independent escrow account an amount equal to the portion of the invoice it disputes. Such amount shall remain in escrow until the dispute between the Parties is resolved in accordance with Article 30C of this Agreement. If any portion of any invoice Producer has not disputed remains unpaid thirty (30) days from the invoice date, Niagara Mohawk shall apply to the unpaid balance, and Producer shall pay, a finance charge at the rate of one and one-half percent (1.5%) per month, but in no event more than the maximum allowed by law.