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DocuSign Envelope ID: C8B0008C-DA60-4F80-8609-96FDBA9F6DCB
<br />REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR
<br />IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES
<br />CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.
<br />SECTION 14. MISCELLANEOUS
<br />14.1. This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the
<br />respective parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No
<br />assignment of this Contract, in whole or in part, will be made without the prior written consent of the non -assigning party (and shall not relieve
<br />the assigning party from liability hereunder), which consent will not be unreasonably withheld or delayed; provided, either party may (i) transfer,
<br />sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial
<br />arrangements, or (ii) transfer its interest to any parent or affiliate by assignment, merger or otherwise without the prior approval of the other party.
<br />Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged
<br />from any obligations hereunder.
<br />14.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination
<br />shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract.
<br />14.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach.
<br />14.4. This Contract sets forth all understandings between the parties respecting each transaction subject hereto, and any prior contracts,
<br />understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and
<br />any effective transaction(s). This Contract may be amended only by a writing executed by both parties.
<br />14.5. The interpretation and performance of this Contract shall be governed by the laws of the jurisdiction as indicated on the Base Contract,
<br />excluding, however, any conflict of laws rule which would apply the law of another jurisdiction.
<br />14.6. This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any
<br />governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof.
<br />14.7. There is no third parry beneficiary to this Contract.
<br />14.8. Each parry to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract. Each
<br />person who executes this Contract on behalf of either parry represents and warrants that it has full and complete authority to do so and that such
<br />party will be bound thereby.
<br />14.9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this Contract
<br />between the parties and shall not be used to construe or interpret the provisions of this Contract.
<br />14.10. Unless the parties have elected on the Base Contract not to make this Section 14.10 applicable to this Contract, neither parry shall
<br />disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (other than the
<br />employees, lenders, royalty owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a
<br />party's assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) except (i) in order
<br />to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract, (iii) to the
<br />extent necessary to implement any transaction, or (iv) to the extent such information is delivered to such third party for the sole purpose of
<br />calculating a published index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the
<br />terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this
<br />Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in
<br />equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential
<br />by the parties hereto for one year from the expiration of the transaction.
<br />In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material
<br />terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall cooperate (consistent with
<br />the disclosing party's legal obligations) with the other party's efforts to obtain protective orders or similar restraints with respect to such disclosure
<br />at the expense of the other party.
<br />14.11 The parties may agree to dispute resolution procedures in Special Provisions attached to the Base Contract or in a Transaction
<br />Confirmation executed in writing by both parties.
<br />DISCLAIMER: The purposes of this Contract are to facilitate trade, avoid misunderstandings and make more definite the terms of contracts of purchase and sale of
<br />natural gas. Further, NAESB does not mandate the use of this Contract by any party. NAESB DISCLAIMS AND EXCLUDES, AND ANY USER OF THIS
<br />CONTRACT ACKNOWLEDGES AND AGREES TO NAESB'S DISCLAIMER OF, ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS,
<br />EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THIS CONTRACT OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED
<br />WARRANTIES OR CONDITIONS OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PARTICULAR
<br />PURPOSE (WHETHER OR NOT NAESB KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH
<br />PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. EACH
<br />USER OF THIS CONTRACT ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL NAESB BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL,
<br />EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THIS CONTRACT.
<br />Copyright © 2002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1
<br />All Rights Reserved Page 9 of 10 April 19, 2002
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