THE ESCROW'S RECEIPT OF THE ENTIRE PAYMENT DUE UNDER PARAGRAPH VI.A.1 ABOVE, THE
UNPAID BALANCE SHALL BE ACCELERATED AND PAID TO THE ESCROW SUCH THAT THE UNPAID
BALANCE IS RECEIVED BY AR WITHIN TEN (10) WORKING DAYS FOLLOWING THE MILLTOWN CD
EFFECTIVE DATE AND
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THE AMOUNT RECEIVED IN ESCROW SHALL BE RELEASED TO AR.
IN THE EVENT SUCH
ACCELERATED PAYMENT IS NOT TIMELY MADE TO THE ESCROW BY NOR AS PROVIDED BY THIS
PARAGRAPH VI.A.3 OR NOR DEFAULTS AND FAILS TO MAKE ANY PAYMENT REQUIRED BY THIS
PARAGRAPH VI.A, THE BALANCE OF THE REMAINDER DUE TO AR SHALL ACCRUE INTEREST AT
A RATE EQUAL TO 5 PERCENTAGE POINTS ABOVE THE PRIME RATE IN EFFECT ON THE
MILLTOWN CD EFFECTIVE DATE OR THE DEFAULT DATE, SAID INTEREST TO BE COMPOUNDED
MONTHLY UNTIL THE ENTIRE SUM DUE UNDER PARAGRAPH VI.A.1 IS PAID BY NOR.
B.
PAYMENT OF MILLTOWN PAST RESPONSE COSTS,
MILLTOWN FUTURE RESPONSE COSTS, MILLTOWN ADDITIONAL RESPONSE COSTS AND UDA COSTS
1.
AR AGREES TO PAY ALL MILLTOWN FUTURE
RESPONSE COSTS, MILLTOWN AND UDA PAST RESPONSE COSTS, AND MILLTOWN ADDITIONAL
RESPONSE COSTS, IF ANY, REQUIRED BY THE MILLTOWN CD.
C.
PAYMENT OF PROJECT COSTS
1.
NOR AGREES TO PAY ALL MILLTOWN PROJECT
COSTS.
AR AND NOR AGREE JOINTLY TO MAKE ALL REASONABLE GOOD FAITH EFFORTS TO
CONVINCE THE UNITED STATES TO INCLUDE A PROVISION IN THE MILLTOWN CD PROVIDING
THAT ANY MILLTOWN PROJECT COSTS INCURRED BY NOR AFTER DECEMBER 31, 2010, SHALL
BE REIMBURSED FROM THE HAZARDOUS SUBSTANCES SUPERFUND WITHOUT RECOURSE FOR
RECOVERY OF SUCH COSTS FROM AR.
2.
NOR ACKNOWLEDGES THAT PROJECT COSTS
THAT IT WILL PAY PURSUANT TO THIS AGREEMENT ARE REASONABLE AND NECESSARY COSTS
TO BE INCURRED BY IT IN RESOLUTION OF ITS ALLEGED LIABILITY AS A PRP WITH
RESPECT TO THE MILLTOWN SITE AND AS AN OWNER AND OPERATOR OF THE MILLTOWN
PROJECT.
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D.
COOPERATION
1.
AR AND NOR AGREE TO COOPERATE IN
PREPARATION OF A DRAFT MILLTOWN CD FOR SUBMITTAL TO THE UNITED STATES.
THE
AR/NOR DRAFT MILLTOWN CD WILL INCLUDE PROVISIONS INTENDED TO CREATE STRONG
INCENTIVES FOR COMPLETION OF SPILLWAY AND RADIAL GATE REMOVAL AS PART OF THE
MILLTOWN SITE RD/RA BEFORE THE FILING DEADLINE FOR SUBMITTAL OF AN APPLICATION
TO RE-LICENSE THE MILLTOWN PROJECT UNDER THE CURRENT FERC-APPROVED SCHEDULE.
AS
OF THE DATE OF THIS AGREEMENT, THE CURRENT FERC-APPROVED SCHEDULE REQUIRES AN
APPLICATION FOR RELICENSING TO BE FILED ON JANUARY 1, 2011.
2.
NOR AGREES TO USE COMMERCIALLY
REASONABLE EFFORTS TO COOPERATE WITH AR AND ENVIROCON ON MILLTOWN SITE RD/RA,
INCLUDING, WITHOUT LIMITATION:
A.
BY PROVIDING ACCESS TO THE MILLTOWN
PROJECT AND APPURTENANT REAL AND PERSONAL PROPERTY OWNED OR CONTROLLED BY NOR TO
AR, AIG, ENVIROCON AND ITS SUBCONTRACTORS, THE UNITED STATES AND THE STATE AND
PLACING USE RESTRICTIONS ON SAID PROPERTY, AS REQUIRED BY THE MILLTOWN CD AND
THE MILLTOWN ROD;
B.
BY FACILITATING MILLTOWN RD/RA THROUGH
ALTERATION, SUSPENSION OR TERMINATION OF MILLTOWN PROJECT OPERATIONS AS REQUIRED
BY THE RECORD OF DECISION, THE STATEMENT OF WORK FOR MILLTOWN SITE