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DocuSign Envelope ID: C8B0008C-DA60-4F80-8609-96FDBA9F6DCB
<br />4.3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice
<br />from a Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the
<br />Imbalance Charges were incurred as a result of Buyer's receipt of quantities of Gas greater than or less than the Scheduled Gas, then Buyer shall
<br />pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result
<br />of Seller's delivery of quantities of Gas greater than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse
<br />Buyer for such Imbalance Charges paid by Buyer.
<br />SECTION 5. QUALITY AND MEASUREMENT
<br />All Gas delivered by Seller shall meet the pressure, quality and heat content requirements of the Receiving Transporter. The unit of quantity
<br />measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the
<br />established procedures of the Receiving Transporter.
<br />SECTION 6. TAXES
<br />The parties have selected either "Buyer Pays At and After Delivery Point" or "Seller Pays Before and At Delivery Point" as indicated
<br />on the Base Contract.
<br />Buyer Pays At and After Delivery Point:
<br />Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority ("Taxes") on
<br />or with respect to the Gas prior to the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the
<br />Delivery Point(s) and all Taxes after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party's responsibility
<br />hereunder, the parry responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any parry entitled to an exemption
<br />from any such Taxes or charges shall furnish the other party any necessary documentation thereof.
<br />Seller Pas Before and At Delivery Point:
<br />Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority ("Taxes") on
<br />or with respect to the Gas prior to the Delivery Point(s) and all Taxes at the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes
<br />on or with respect to the Gas after the Delivery Point(s). If a party is required to remit or pay Taxes that are the other party's responsibility
<br />hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any parry entitled to an exemption
<br />from any such Taxes or charges shall furnish the other party any necessary documentation thereof.
<br />SECTION 7. BILLING, PAYMENT, AND AUDIT
<br />7.1. Seller shall invoice Buyer for Gas delivered and received in the preceding Month and for any other applicable charges, providing supporting
<br />documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing
<br />will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month's
<br />billing or as soon thereafter as actual delivery information is available.
<br />7.2. Buyer shall remit the amount due under Section 7.1 in the manner specified in the Base Contract, in immediately available funds, on or
<br />before the later of the Payment Date or 10 Days after receipt of the invoice by Buyer; provided that if the Payment Date is not a Business Day,
<br />payment is due on the next Business Day following that date. In the event any payments are due Buyer hereunder, payment to Buyer shall be made
<br />in accordance with this Section 7.2.
<br />7.3. In the event payments become due pursuant to Sections 3.2 or 3.3, the performing party may submit an invoice to the
<br />nonperforming parry for an accelerated payment setting forth the basis upon which the invoiced amount was calculated. Payment from
<br />the nonperforming party will be due five Business Days after receipt of invoice.
<br />7.4. If the invoiced party, in good faith, disputes the amount of any such invoice or any part thereof, such invoiced parry will pay such amount
<br />as it concedes to be correct; provided, however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable
<br />in industry practice to support the amount paid or disputed. In the event the parties are unable to resolve such dispute, either party may pursue any
<br />remedy available at law or in equity to enforce its rights pursuant to this Section.
<br />7.5. If the invoiced party fails to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the
<br />date of payment at a rate equal to the lower of (i) the then -effective prime rate of interest published under "Money Rates" by The Wall Street Journal,
<br />plus two percent per annum; or (ii) the maximum applicable lawful interest rate.
<br />7.6. A party shall have the right, at its own expense, upon reasonable Notice and at reasonable times, to examine and audit and to obtain
<br />copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the
<br />accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not
<br />be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings shall be
<br />conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or
<br />billings are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive
<br />adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days of Notice and substantiation of such inaccuracy.
<br />7.7. Unless the parties have elected on the Base Contract not to make this Section 7.7 applicable to this Contract, the parties shall net all
<br />undisputed amounts due and owing, and/or past due, arising under the Contract such that the party owing the greater amount shall make
<br />a single payment of the net amount to the other party in accordance with Section 7; provided that no payment required to be made
<br />pursuant to the terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting under this Section. If the
<br />parties have executed a separate netting agreement, the terms and conditions therein shall prevail to the extent inconsistent herewith.
<br />Copyright © 2002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1
<br />All Rights Reserved Page 5 of 10 April 19, 2002
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