Common use of Regulatory Proceedings Clause in Contracts

Regulatory Proceedings. It is recognized and understood that high levels of cooperation and assistance will be required between members of the CenterPoint Group and the Genco Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution and the Business Separation Plan approved by the PUCT and all matters relating to the Genco Option. During the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets becomes final and nonappealable, the parties agree as follows: (a) Upon reasonable request, members of the CenterPoint Group and of the Genco Group will provide personnel, information and other assistance to members of the other Business in order to prepare, file and prosecute to completion Regulatory Proceedings which are either (i) required to be filed under the Utilities Code or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated herein. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate to the Separation and its implementation under the Utilities Code. Assistance may take the form of developing, filing and giving testimony and reports to the PUCT or other regulatory authority. (c) The appropriate members of the CenterPoint Group or the Genco Group shall timely file with the PUCT or other regulatory authority or court and shall prosecute to completion all Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCT, the Genco Option and the other provisions of this Agreement. (d) A member of the CenterPoint Group shall make all regulatory filings contemplated above in this Section 8.8 except where a member of the Genco Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint Group filings are made. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Business. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's Business, and out of pocket costs paid to third parties shall be reimbursed at actual cost. The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party.

Regulatory Proceedings. It is recognized and understood that high levels of cooperation and assistance will be required between members of the CenterPoint Group and the Genco Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution and the Business Separation Plan approved by the PUCT and all matters (a) If Insurer or Administrator receive notice of, or otherwise become aware of, any regulatory investigation or proceeding relating to the Genco Option. During Reinsured Contracts or the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets becomes final and nonappealableReinsured Liabilities, the parties agree Insurer or Administrator, as follows: (a) Upon reasonable requestapplicable, members of the CenterPoint Group and of the Genco Group will provide personnel, information and other assistance to members of shall promptly notify the other Business in order party thereof. Subject to preparethe provisions of Section 10.1(c), file Administrator shall have the authority to respond to and prosecute resolve all regulatory matters and regulatory investigations and proceedings relating to completion Regulatory Proceedings which are either (i) required the Reinsured Contracts and Reinsured Liabilities to be filed under the Utilities Code extent the resolution is limited to the Reinsured Contracts or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated hereinReinsured Liabilities. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate Subject to the Separation provisions of Section 10.1(c), Administrator will promptly respond on behalf of Insurer to inquiries received from Governmental Entities and its implementation Administrator shall conduct whatever investigation is reasonable under the Utilities Codecircumstances in order to respond to such inquiries. Assistance may take Administrator shall promptly notify in writing Insurer of any inquiry to which Administrator determines that it will not provide a response in order to permit the form of developing, filing and giving testimony and reports Insurer to the PUCT or other regulatory authoritytimely respond. (c) The Notwithstanding anything contained herein to the contrary, the parties shall mutually agree to an appropriate members response, including which party should respond, to any regulatory investigation or proceeding relating to the Reinsured Contracts or the Reinsured Liabilities which could reasonably be expected to have meaningful adverse effect on any business of the CenterPoint Group Insurer other than the Reinsured Contracts, or the Genco Group shall timely file which could meaningfully and adversely interfere with the PUCT business, assets, liabilities, obligations, reputation, license, permit, financial condition or other regulatory authority results of operations of Insurer or court and shall prosecute to completion all any of its Affiliates (a "Material Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCTProceeding"), the Genco Option and the parties hereby agree to cooperate and coordinate in resolving any and all Material Regulatory Proceedings. The parties recognize that, as the issuing company, Insurer retains ultimate responsibility for resolution of the matters contemplated by this Section 10.1. Notwithstanding anything to the contrary contained in this RICA Administrative Services Agreement, neither Insurer nor Administrator shall have the authority to institute, prosecute, defend or maintain any legal or regulatory proceedings on behalf of the other provisions party without the prior written consent of such other party except to the extent expressly provided for by this RICA Administrative Services Agreement. (d) A member of the CenterPoint Group shall make all regulatory filings contemplated above in this Section 8.8 except where a member of the Genco Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint Group filings are made. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Business. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's Business, and out of pocket costs paid to third parties shall be reimbursed at actual cost. The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party.

Regulatory Proceedings. It is recognized and understood that high levels i) Within two (2) Business Days of cooperation and assistance will be required between members of the CenterPoint Group and the Genco Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution and the Business Separation Plan approved by the PUCT and all matters New York Ceding Company or Administrator receiving notice of, or otherwise becoming aware of, any regulatory inquiry, complaint, investigation or proceeding relating to the Genco OptionNew York Insurance Policies or the New York Insurance Liabilities, New York Ceding Company or Administrator, as applicable, shall notify the other and Reinsurer of such regulatory inquiry, complaint, investigation or proceeding. During Administrator, Reinsurer and New York Ceding Company shall cooperate with each other to respond to and resolve all regulatory matters and regulatory investigations and proceeding relating to the period from New York Insurance Policies; provided, however, that New York Ceding Company shall have sole control over the Genco Separation Date until defense, settlement, adjustment or compromise, and shall have the sole authority to consent to any resolution with respect to any third party non-monetary claim or regulatory investigation or proceeding that seeks an order issued by the PUCT in connection order, injunction or other equitable relief against New York Ceding Company or any of its Affiliates which, if successful, could interfere with the stranded cost determination regarding business, assets, liabilities, obligations, financial condition or results of operations of New York Ceding Company or any of its Affiliates; provided, however, that New York Ceding A - 7 Company shall indemnify Reinsurer and/or Administrator for any increase in costs and expenses to Reinsurer and/or Administrator to the Genco Assets becomes final and nonappealableextent that such regulatory inquiry, complaint, investigation or proceeding was unrelated to the parties agree as follows: (a) Upon reasonable request, members reinsurance or administration of the CenterPoint Group New York Insurance Policies or the New York Insurance Liabilities. ii) New York Ceding Company and Administrator agree to cooperate fully with each other and the insurance regulatory authorities in maintaining the New York Insurance Policies in compliance in all material respects with existing and future Applicable Laws. If Administrator determines that any of the Genco Group will provide personnelNew York Insurance Policies are materially not in compliance with such Applicable Laws, information and other assistance to members of the other Business in order to prepareAdministrator shall notify New York Ceding Company and, file and prosecute to completion Regulatory Proceedings which are either (i) required to be filed under the Utilities Code or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated herein. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate to the Separation and its implementation under the Utilities Code. Assistance may take the form of developing, filing and giving testimony and reports to the PUCT or other regulatory authority. (c) The appropriate members of the CenterPoint Group or the Genco Group shall timely file with the PUCT cooperation of New York Ceding Company, take whatever action is necessary to bring such New York Insurance Policies into compliance with Applicable Law. Administrator shall prepare any necessary changes relating to such New York Insurance Policies or other amendments to such New York Insurance Policies and shall prepare any necessary filings for the purpose of obtaining insurance regulatory authority or court and shall prosecute to completion all Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCT, the Genco Option and the other provisions of this Agreementapproval therefor. (d) A member of the CenterPoint Group shall make all regulatory filings contemplated above in this Section 8.8 except where a member of the Genco Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint Group filings are made. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Business. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's Business, and out of pocket costs paid to third parties shall be reimbursed at actual cost. The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party.

Regulatory Proceedings. It is recognized and understood that high levels of cooperation and assistance will be required between members of the CenterPoint Group and the Genco Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution and the Business Separation Plan approved by the PUCT and all matters (a) If Insurer or Administrator receive notice of, or otherwise become aware of, any regulatory investigation or proceeding relating to the Genco Option. During Reinsured Contracts or the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets becomes final and nonappealableReinsured Liabilities, the parties agree Insurer or Administrator, as follows: (a) Upon reasonable requestapplicable, members of the CenterPoint Group and of the Genco Group will provide personnel, information and other assistance to members of shall promptly notify the other Business in order party thereof. Subject to preparethe provisions of Section 10.1(c), file Administrator shall have the authority to respond to and prosecute resolve all regulatory matters and regulatory investigations and proceedings relating to completion Regulatory Proceedings which are either (i) required the Reinsured Contracts and Reinsured Liabilities to be filed under the Utilities Code extent the resolution is limited to the Reinsured Contracts or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated hereinReinsured Liabilities. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate Subject to the Separation provisions of Section 10.1(c), Administrator will promptly respond on behalf of Insurer to inquiries received from Governmental Entities and its implementation Administrator shall conduct whatever investigation is reasonable under the Utilities Codecircumstances in order to respond to such inquiries. Assistance may take Administrator shall promptly notify in writing Insurer of any inquiry to which Administrator determines that it will not provide a response in order to permit the form of developing, filing and giving testimony and reports Insurer to the PUCT or other regulatory authoritytimely respond. (c) The Notwithstanding anything contained herein to the contrary, the parties shall mutually agree to an appropriate members response, including which party should respond, to any regulatory investigation or proceeding relating to the Reinsured Contracts or the Reinsured Liabilities which could reasonably be expected to have meaningful adverse effect on any business of the CenterPoint Group Insurer other than the Reinsured Contracts, or the Genco Group shall timely file which could meaningfully and adversely interfere with the PUCT business, assets, liabilities, obligations, reputation, license, permit, financial condition or other regulatory authority results of operations of Insurer or court and shall prosecute to completion all any of its Affiliates (a "Material Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCTProceeding"), the Genco Option and the parties hereby agree to cooperate and coordinate in resolving any and all Material Regulatory Proceedings. The parties recognize that, as the issuing company, Insurer retains ultimate responsibility for resolution of the matters contemplated by this Section 10.1. Notwithstanding anything to the contrary contained in this RIC (Landmark) Administrative Services Agreement, neither Insurer nor Administrator shall have the authority to institute, prosecute, defend or maintain any legal or regulatory proceedings on behalf of the other provisions party without the prior written consent of such other party except to the extent expressly provided for by this RIC (Landmark) Administrative Services Agreement. (d) A member of the CenterPoint Group shall make all regulatory filings contemplated above in this Section 8.8 except where a member of the Genco Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint Group filings are made. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Business. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's Business, and out of pocket costs paid to third parties shall be reimbursed at actual cost. The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party.

Regulatory Proceedings. It is recognized and understood that high levels of cooperation and assistance will be required between members of the CenterPoint REI Group and the Genco Resources Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution Separation and the Business Separation Plan approved by the PUCT and all matters relating to the Genco Option. During the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets becomes final and nonappealable, the parties agree as follows: (a) Upon reasonable request, members of the CenterPoint REI Group and of the Genco Resources Group will provide personnel, information and other assistance to members of the other Business group in order to prepare, file and prosecute to completion Regulatory Proceedings which are either (i) required to be filed under the Utilities Code or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated herein. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate to the Separation and its implementation under the Utilities Code. Assistance may take the form of developing, filing and giving testimony and reports to the PUCT or other regulatory authority. (c) The appropriate members of the CenterPoint REI Group or the Genco Resources Group shall timely file with the PUCT or other regulatory authority or court and shall prosecute to completion all Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCT, the Genco Option and the other provisions of this Agreement, such as, without limitation, filings to terminate the "Price To Beat" obligation, if appropriate, the determination of any "clawback" related to retail customers served by Reliant Energy Retail Services, and the determination of stranded costs related to the Genco Assets. (d) A member of the CenterPoint REI Group shall make all regulatory filings contemplated above in this Section 8.8 10.9 except where a member of the Genco Resources Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint REI Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint REI Group filings are made, except as follows: A member of the Resources Group will be responsible for filing on behalf of and in the name of the REI Group, and shall have sole responsibility and control of the direction and prosecution of (i) any filing pursuant to Utilities Code Section 39.202(j) and (ii) that portion of any filing pursuant to Utilities Code Section 39.262(e) which pertains to the reconciliation of the Price to Beat and market prices and the determination of any credits to REI under that subsection. With respect to the filings specified in the immediately preceding sentence, the Resources Group shall be entitled to act for and be subrogated to the interests of the REI Group. A member of the Resources Group will be responsible for filing in its own name and shall have sole responsibility and control of proceedings to establish, revise or adjust the Price to Beat. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Businessgroup. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's BusinessGroup, and out of pocket costs paid to third parties shall be reimbursed at actual cost. . (f) The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party. (g) Until the issuance of a Final Order determining the stranded costs with respect to the Genco Assets (the "Stranded Cost Order"), no member of the REI Group or the Resources Group will, directly or indirectly, without express written permission, assert a position which is adverse to the position of a member of the other in a Regulatory Proceeding before the PUCT, the Texas Legislature or any other regulatory authority having jurisdiction over a member of such Group, with respect to amendment or other revision to Senate Bill 0 xr the Utilities Code. (h) Until the issuance of the Stranded Cost Order, no member of the Resources Group will, directly or indirectly, without the express written permission of REI, assert a position which is adverse to the position of a member of the REI Group in Regulatory Proceedings before the PUCT or any other regulatory authority having jurisdiction over a member of the REI Group with respect to the following matters: (i) stranded cost quantification or recovery or (ii) the proper level or components of T&D Utility rates, provided, however, that positions taken by a member of the Resources Group relating solely to the allocation of costs or the use of a rate design consistent with Price to Beat rate designs will not be considered adverse positions even if such positions differ from those asserted by members of the REI Group. REI will not unreasonably withhold permission for a member of the Resources Group to take positions which may be indirectly adverse to its own position. In any T&D Utility rate case that proposes rates to be effective prior to the issuance of the Stranded Cost Order, any direct case presented by the REI Group shall be based upon a T&D Utility rate design that is substantially similar to either the Price to Beat rate design or the rate design approved by the PUCT in PUCT Docket No. 22355.

Regulatory Proceedings. It is recognized and understood that high levels of cooperation and assistance will be required between members of the CenterPoint Group and the Genco Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution and the Business Separation Plan approved by the PUCT and all matters (a) If Insurer or Administrator receive notice of, or otherwise become aware of, any regulatory investigation or proceeding relating to the Genco Option. During Reinsured Contracts or the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets becomes final and nonappealableReinsured Liabilities, the parties agree Insurer or Administrator, as follows: (a) Upon reasonable requestapplicable, members of the CenterPoint Group and of the Genco Group will provide personnel, information and other assistance to members of shall promptly notify the other Business in order party thereof. Subject to preparethe provisions of Section 10.1(c), file Administrator shall have the authority to respond to and prosecute resolve all regulatory matters and regulatory investigations and proceedings relating to completion Regulatory Proceedings which are either (i) required the Reinsured Contracts and Reinsured Liabilities to be filed under the Utilities Code extent the resolution is limited to the Reinsured Contracts or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated hereinReinsured Liabilities. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate Subject to the Separation provisions of Section 10.1(c), Administrator will promptly respond on behalf of Insurer to inquiries received from Governmental Entities and its implementation Administrator shall conduct whatever investigation is reasonable under the Utilities Codecircumstances in order to respond to such inquiries. Assistance may take Administrator shall promptly notify in writing Insurer of any inquiry to which Administrator determines that it will not provide a response in order to permit the form of developing, filing and giving testimony and reports Insurer to the PUCT or other regulatory authoritytimely respond. (c) The Notwithstanding anything contained herein to the contrary, the parties shall mutually agree to an appropriate members response, including which party should respond, to any regulatory investigation or proceeding relating to the Reinsured Contracts or the Reinsured Liabilities which could reasonably be expected to have meaningful adverse effect on any business of the CenterPoint Group Insurer other than the Reinsured Contracts, or the Genco Group shall timely file which could meaningfully and adversely interfere with the PUCT business, assets, liabilities, obligations, reputation, license, permit, financial condition or other regulatory authority results of operations of Insurer or court and shall prosecute to completion all any of its Affiliates (a "Material Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCTProceeding"), the Genco Option and the parties hereby agree to cooperate and coordinate in resolving any and all Material Regulatory Proceedings. The parties recognize that, as the issuing company, Insurer retains ultimate responsibility for resolution of the matters contemplated by this Section 10.1. Notwithstanding anything to the contrary contained in this RSLIC Administrative Services Agreement, neither Insurer nor Administrator shall have the authority to institute, prosecute, defend or maintain any legal or regulatory proceedings on behalf of the other provisions party without the prior written consent of such other party except to the extent expressly provided for by this RSLIC Administrative Services Agreement. (d) A member of the CenterPoint Group shall make all regulatory filings contemplated above in this Section 8.8 except where a member of the Genco Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint Group filings are made. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Business. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's Business, and out of pocket costs paid to third parties shall be reimbursed at actual cost. The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party.

Regulatory Proceedings. It is recognized and understood that high levels of cooperation and assistance will be required between members of the CenterPoint Group and the Genco Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution and the Business Separation Plan approved by the PUCT and all matters relating to the Genco Option. During the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets becomes final and nonappealable, the parties agree as follows: (a) Upon reasonable request, members of the CenterPoint Group and of the Genco Group will provide personnel, information and other assistance to members of the other Business in order to prepare, file and prosecute to completion Regulatory Proceedings which are either (i) required to be filed under the Utilities Code or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated herein. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate to the Separation and its implementation under the Utilities Code. Assistance may take the form of developing, filing and giving testimony and reports to the PUCT or other regulatory authority. (c) The appropriate members of the CenterPoint Group or the Genco Group shall timely file with the PUCT or other regulatory authority or court and shall prosecute to completion all Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCT, the Genco Option and the other provisions of this Agreement. (d) A member of the CenterPoint Group shall make all regulatory filings contemplated above in this Section 8.8 7.8 except where a member of the Genco Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint Group filings are made. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Business. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's Business, and out of pocket costs paid to third parties shall be reimbursed at actual cost. The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party.

Regulatory Proceedings. It is recognized and understood that high levels of cooperation and assistance will be required between members of the CenterPoint REI Group and the Genco Resources Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution Separation and the Business Separation Plan approved by the PUCT and all matters relating to the Genco Option. During the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets becomes final and nonappealable, the parties agree as follows: (a) Upon reasonable request, members of the CenterPoint REI Group and of the Genco Resources Group will provide personnel, information and other assistance to members of the other Business group in order to prepare, file and prosecute to completion Regulatory Proceedings which are either (i) required to be filed under the Utilities Code or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated herein. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate to the Separation and its implementation under the Utilities Code. Assistance may take the form of developing, filing and giving testimony and reports to the PUCT or other regulatory authority. (c) The appropriate members of the CenterPoint REI Group or the Genco Resources Group shall timely file with the PUCT or other regulatory authority or court and shall prosecute to 41 47 completion all Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCT, the Genco Option and the other provisions of this Agreement, such as, without limitation, filings to terminate the "Price To Beat" obligation, if appropriate, the determination of any "clawback" related to retail customers served by Reliant Energy Retail Services, and the determination of stranded costs related to the Genco Assets. (d) A member of the CenterPoint REI Group shall make all regulatory filings contemplated above in this Section 8.8 10.9 except where a member of the Genco Resources Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint REI Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint REI Group filings are made, except as follows: A member of the Resources Group will be responsible for filing on behalf of and in the name of the REI Group, and shall have sole responsibility and control of the direction and prosecution of (i) any filing pursuant to Utilities Code Section 39.202(j) and (ii) that portion of any filing pursuant to Utilities Code Section 39.262(e) which pertains to the reconciliation of the Price to Beat and market prices and the determination of any credits to REI under that subsection. With respect to the filings specified in the immediately preceding sentence, the Resources Group shall be entitled to act for and be subrogated to the interests of the REI Group. A member of the Resources Group will be responsible for filing in its own name and shall have sole responsibility and control of proceedings to establish, revise or adjust the Price to Beat. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Businessgroup. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's BusinessGroup, and out of pocket costs paid to third parties shall be reimbursed at actual cost. . (f) The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party. (g) Until the issuance of a Final Order determining the stranded costs with respect to the Genco Assets (the "Stranded Cost Order"), no member of the REI Group or the Resources Group will, directly or indirectly, without express written permission, assert a position which is adverse to the position of a member of the other in a Regulatory Proceeding before the PUCT, the Texas Legislature or any other regulatory authority having jurisdiction over a member of such Group, with respect to amendment or other revision to Senate Bill 0 xr the Utilities Code. (h) Until the issuance of the Stranded Cost Order, no member of the Resources Group will, directly or indirectly, without the express written permission of REI, assert a position which is adverse to the position of a member of the REI Group in Regulatory Proceedings before the PUCT or any other regulatory authority having jurisdiction over a member of the REI Group with respect to the following matters: (i) stranded cost quantification or recovery or (ii) the proper level or components of T&D Utility rates, provided, however, that positions taken by a member of the Resources Group relating solely to the allocation of costs or the use of a rate design consistent with Price to Beat rate designs will not be considered adverse 42 48 positions even if such positions differ from those asserted by members of the REI Group. REI will not unreasonably withhold permission for a member of the Resources Group to take positions which may be indirectly adverse to its own position. In any T&D Utility rate case that proposes rates to be effective prior to the issuance of the Stranded Cost Order, any direct case presented by the REI Group shall be based upon a T&D Utility rate design that is substantially similar to either the Price to Beat rate design or the rate design approved by the PUCT in PUCT Docket No. 22355.

Regulatory Proceedings. It is recognized and understood ---------------------- that high levels of cooperation and assistance will be required between members of among the CenterPoint Group and the Genco Group Parties in connection with Regulatory Proceedings necessary to implement the Genco Distribution Separation and to continue to comply with the Business Separation Plan approved by the PUCT and all matters relating to the Genco OptionUtilities Code. During the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets True-Up Proceedings becomes final and nonappealable, including any Regulatory Proceedings related thereto (a "TRUE-UP ORDER"), the parties Parties agree as follows: (a) Upon reasonable request, members each of the CenterPoint Group Parties shall, and in addition, shall cause any member of the Genco Group will its respective Group, to provide personnel, information and other assistance to the members of the each other Business Group in order to prepare, file and prosecute to completion Regulatory Proceedings which are either (i) required to be filed under the Utilities Code or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated herein. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation Separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate to the Separation and its implementation under the Utilities Code. Assistance may take the form of developing, filing and giving testimony and reports to the PUCT or other regulatory authorityGovernmental Authority. (c) The appropriate members of the CenterPoint Group T&D Group, the Genco Group, the TXU Retail Group, SESCO or the Genco Group shall timely file SESCO Retail Grxxx xhall timxxx xile with the PUCT or other regulatory authority or court Governmental Authority and shall prosecute to completion all Regulatory Proceedings which are required to be filed under the Utilities Code or required to implement the Business Separation Plan approved by the PUCT, the Genco Option PUCT and the other provisions of this Agreement, such as, without limitation, filings to terminate the "Price To Beat" obligation, if appropriate, the determination of any "clawback" related to wholesale or retail customers, and the determination of stranded costs related to the Genco Assets. (d) A Unless otherwise required by any Legal Requirements, until the issuance of a True-Up Order, none of the Parties will, directly or indirectly, assert (or cause any member of their respective Group to assert) a position which is adverse to the CenterPoint position of another Party (or any member of its respective Group), without express written permission of such Party, which permission shall not be unreasonably withheld, in any Regulatory Proceeding before the PUCT, Texas legislature or any other Governmental Authority, with respect to any amendment or other revision to the Utilities Code. Unless otherwise required by any Legal Requirements, none of the Parties will, directly or indirectly, assert (or cause any member of their respective Group shall make all regulatory filings contemplated above in this Section 8.8 except where to assert) a position which is adverse to the position of a member of the Genco T&D Group is required in any Regulatory Proceeding before the PUCT, Texas legislature or any other Governmental Authority with respect to the following matters (1) stranded cost quantification or recovery or (ii) proper level or components of the utility rates of T&D; provided, however, that positions taken by the Utilities Code to file separately or join in such filings. A a member of the CenterPoint TXU Retail Group or the SESCO Retail Group relating xxxxxy to the allocation of costs or use of a rate design consistent with Price to Beat rate designs will not be responsible for considered adverse positions even if such positions differ from those asserted by a member of the direction and prosecution of all Regulatory Proceedings in which CenterPoint Group filings are madeT&D Group. (e) Except as provided belowIf any amount set forth in Section 4.2 hereof is required in any Regulatory Proceeding to be offset against any other amount or amounts set forth in Section 4.2 hereof (i) T&D shall use all reasonable efforts to collect from retail electric providers or retail customers any amounts allowed to be recovered, and remit to Genco or its designee, from time to time, any amounts so collected; (ii) T&D shall use all reasonable efforts to refund to retail electric providers or retail customers, from time to time, any amounts that are required to be refunded (including any interest required to be paid in such Regulatory Proceeding less the party supplying assistance amount of interest, if any, earned on such funds by T&D) and all such refunded amounts (plus any such interest) shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party sole obligation of Genco or (iii) Genco shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance have the sole obligation with its standard procedures for reimbursing other members of its Business. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's Business, and out of pocket costs paid respect to third parties shall be reimbursed at actual cost. The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting partyany amounts that are disallowed.

Regulatory Proceedings. It is recognized and understood that high levels of cooperation and assistance will be required between members of the CenterPoint Group and the Genco Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution and the Business Separation Plan approved by the PUCT and all matters (a) If Insurer or Administrator receive notice of, or otherwise become aware of, any regulatory investigation or proceeding relating to the Genco Option. During Reinsured Contracts or the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets becomes final and nonappealableReinsured Liabilities, the parties agree Insurer or Administrator, as follows: (a) Upon reasonable requestapplicable, members of the CenterPoint Group and of the Genco Group will provide personnel, information and other assistance to members of shall promptly notify the other Business in order party thereof. Subject to preparethe provisions of Section 10.1(c), file Administrator shall have the authority to respond to and prosecute resolve all regulatory matters and regulatory investigations and proceedings relating to completion Regulatory Proceedings which are either (i) required the Reinsured Contracts and Reinsured Liabilities to be filed under the Utilities Code extent the resolution is limited to the Reinsured Contracts or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated hereinReinsured Liabilities. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate Subject to the Separation provisions of Section 10.1(c), Administrator will promptly respond on behalf of Insurer to inquiries received from Governmental Entities and its implementation Administrator shall conduct whatever investigation is reasonable under the Utilities Codecircumstances in order to respond to such inquiries. Assistance may take Administrator shall promptly notify in writing Insurer of any inquiry to which Administrator determines that it will not provide a response in order to permit the form of developing, filing and giving testimony and reports Insurer to the PUCT or other regulatory authoritytimely respond. (c) The Notwithstanding anything contained herein to the contrary, the parties shall mutually agree to an appropriate members response, including which party should respond, to any regulatory investigation or proceeding relating to the Reinsured Contracts or the Reinsured Liabilities which could reasonably be expected to have meaningful adverse effect on any business of the CenterPoint Group Insurer other than the Reinsured Contracts, or the Genco Group shall timely file which could meaningfully and adversely interfere with the PUCT business, assets, liabilities, obligations, reputation, license, permit, financial condition or other regulatory authority results of operations of Insurer or court and shall prosecute to completion all any of its Affiliates (a "Material Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCTProceeding"), the Genco Option and the parties hereby agree to cooperate and coordinate in resolving any and all Material Regulatory Proceedings. The parties recognize that, as the issuing company, Insurer retains ultimate responsibility for resolution of the matters contemplated by this Section 10.1. Notwithstanding anything to the contrary contained in this RIC Administrative Services Agreement, neither Insurer nor Administrator shall have the authority to institute, prosecute, defend or maintain any legal or regulatory proceedings on behalf of the other provisions party without the prior written consent of such other party except to the extent expressly provided for by this RIC Administrative Services Agreement. (d) A member of the CenterPoint Group shall make all regulatory filings contemplated above in this Section 8.8 except where a member of the Genco Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint Group filings are made. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Business. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's Business, and out of pocket costs paid to third parties shall be reimbursed at actual cost. The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party.

Regulatory Proceedings. It is recognized and understood that high levels of cooperation and assistance will be required between members of the CenterPoint Group and the Genco Group in connection with Regulatory Proceedings necessary to implement the Genco Distribution and the Business Separation Plan approved by the PUCT and all matters (a) If Insurer or Administrator receive notice of, or otherwise become aware of, any regulatory investigation or proceeding relating to the Genco Option. During Reinsured Contracts or the period from the Genco Separation Date until an order issued by the PUCT in connection with the stranded cost determination regarding the Genco Assets becomes final and nonappealableReinsured Liabilities, the parties agree Insurer or Administrator, as follows: (a) Upon reasonable requestapplicable, members of the CenterPoint Group and of the Genco Group will provide personnel, information and other assistance to members of shall promptly notify the other Business in order party thereof. Subject to preparethe provisions of Section 10.1(c), file Administrator shall have the authority to respond to and prosecute resolve all regulatory matters and regulatory investigations and proceedings relating to completion Regulatory Proceedings which are either (i) required the Reinsured Contracts and Reinsured Liabilities to be filed under the Utilities Code extent the resolution is limited to the Reinsured Contracts or under the Business Separation Plan or (ii) deemed by the requesting party to be desirable to implement or preserve some aspect of the Separation contemplated hereinReinsured Liabilities. (b) Assistance provided may, without limitation, relate to information that has been transferred to or retained by the assisting party in the separation or which the assisting party is uniquely qualified to provide in connection with Regulatory Proceedings that relate Subject to the Separation provisions of Section 10.1(c), Administrator will promptly respond on behalf of Insurer to inquiries received from Governmental Entities and its implementation Administrator shall conduct whatever investigation is reasonable under the Utilities Codecircumstances in order to respond to such inquiries. Assistance may take Administrator shall promptly notify in writing Insurer of any inquiry to which Administrator determines that it will not provide a response in order to permit the form of developing, filing and giving testimony and reports Insurer to the PUCT or other regulatory authoritytimely respond. (c) The Notwithstanding anything contained herein to the contrary, the parties shall mutually agree to an appropriate members response, including which party should respond, to any regulatory investigation or proceeding relating to the Reinsured Contracts or the Reinsured Liabilities which could reasonably be expected to have meaningful adverse effect on any business of the CenterPoint Group Insurer other than the Reinsured Contracts, or the Genco Group shall timely file which could meaningfully and adversely interfere with the PUCT business, assets, liabilities, obligations, reputation, license, permit, financial condition or other regulatory authority results of operations of Insurer or court and shall prosecute to completion all any of its Affiliates (a "Material Regulatory Proceedings required to implement the Business Separation Plan approved by the PUCTProceeding"), the Genco Option and the parties hereby agree to cooperate and coordinate in resolving any and all Material Regulatory Proceedings. The parties recognize that, as the issuing company, Insurer retains ultimate responsibility for resolution of the matters contemplated by this Section 10.1. Notwithstanding anything to the contrary contained in this Landmark Administrative Services Agreement, neither Insurer nor Administrator shall have the authority to institute, prosecute, defend or maintain any legal or regulatory proceedings on behalf of the other provisions party without the prior written consent of such other party except to the extent expressly provided for by this Landmark Administrative Services Agreement. (d) A member of the CenterPoint Group shall make all regulatory filings contemplated above in this Section 8.8 except where a member of the Genco Group is required by the Utilities Code to file separately or join in such filings. A member of the CenterPoint Group will be responsible for the direction and prosecution of all Regulatory Proceedings in which CenterPoint Group filings are made. (e) Except as provided below, the party supplying assistance shall be reimbursed for costs incurred in providing assistance. For time expended by its personnel, the assisting party shall be reimbursed for actual salary costs, plus payroll burdens and overhead allocations in accordance with its standard procedures for reimbursing other members of its Business. Services provided for information technology or other internal services shall be charged in the same manner they would be charged among the members of the providing company's Business, and out of pocket costs paid to third parties shall be reimbursed at actual cost. The party requesting assistance shall endeavor to minimize the impacts of such assistance on the other business needs of the assisting party.