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DocuSign Envelope ID: C8B0008C-DA60-4F80-8609-96FDBA9F6DCB
<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 />10.5. The parties agree that the transactions hereunder constitute a "forward contract" within the meaning of the United States
<br />Bankruptcy Code and that Buyer and Seller are each "forward contract merchants" within the meaning of the United States Bankruptcy
<br />Code.
<br />10.6. The Non -Defaulting Party's remedies under this Section 10 are the sole and exclusive remedies of the Non -Defaulting Party with
<br />respect to the occurrence of any Early Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other
<br />defenses that it is or may be entitled to arising from the Contract.
<br />10.7. With respect to this Section 10, if the parties have executed a separate netting agreement with close-out netting provisions, the
<br />terms and conditions therein shall prevail to the extent inconsistent herewith.
<br />SECTION 11. FORCE MAJEURE
<br />11.1. Except with regard to a party's obligation to make payment(s) due under Section 7, Section 10.4, and Imbalance Charges under
<br />Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force
<br />Majeure. The term "Force Majeure" as employed herein means any cause not reasonably within the control of the party claiming suspension,
<br />as further defined in Section 11.2.
<br />11.2. Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God, landslides, lightning,
<br />earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts,
<br />explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting
<br />an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or
<br />curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial
<br />disturbances, riots, sabotage, insurrections or wars; and (v) governmental actions such as necessity for compliance with any court order,
<br />law, statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction. Seller
<br />and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it
<br />has occurred in order to resume performance.
<br />11.3. Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or
<br />all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in -path, Firm
<br />transportation is also curtailed; (ii) the party claiming excuse failed to remedy the condition and to resume the performance of such
<br />covenants or obligations with reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller's ability to sell Gas at a
<br />higher or more advantageous price than the Contract Price, Buyer's ability to purchase Gas at a lower or more advantageous price than the
<br />Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Agreement; (iv) the loss of
<br />Buyer's market(s) or Buyer's inability to use or resell Gas purchased hereunder, except, in either case, as provided in Section 11.2; or (v) the
<br />loss or failure of Seller's gas supply or depletion of reserves, except, in either case, as provided in Section 11.2. The party claiming Force
<br />Majeure shall not be excused from its responsibility for Imbalance Charges.
<br />11.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial
<br />disturbances shall be within the sole discretion of the party experiencing such disturbance.
<br />11.5. The party whose performance is prevented by Force Majeure must provide Notice to the other party. Initial Notice may be given
<br />orally, however, written Notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon
<br />providing written Notice of Force Majeure to the other party, the affected party will be relieved of its obligation, from the onset of the Force
<br />Majeure event, to make or accept delivery of Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be
<br />deemed to have failed in such obligations to the other during such occurrence or event.
<br />11.6. Notwithstanding Sections 11.2 and 11.3, the parties may agree to alternative Force Majeure provisions in a Transaction
<br />Confirmation executed in writing by both parties.
<br />SECTION 12. TERM
<br />This Contract may be terminated on 30 Day's written Notice, but shall remain in effect until the expiration of the latest Delivery Period of any
<br />transaction(s). The rights of either parry pursuant to Section 7.6 and Section 10, the obligations to make payment hereunder, and the obligation
<br />of either party to indemnify the other, pursuant hereto shall survive the termination of the Base Contract or any transaction.
<br />SECTION 13. LIMITATIONS
<br />FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS
<br />REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY. A PARTY'S LIABILITY HEREUNDER SHALL BE
<br />LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO
<br />REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, A PARTY'S LIABILITY SHALL BE
<br />LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY,
<br />AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER
<br />PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR
<br />OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR
<br />OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF
<br />DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY,
<br />WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES
<br />Copyright © 2002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1
<br />All Rights Reserved Page 8 of 10 April 19, 2002
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