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DocuSign Envelope ID: C8B0008C-DA60-4F80-8609-96FDBA9F6DCB
<br />SECTION 8. TITLE, WARRANTY, AND INDEMNITY
<br />8.1. Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have
<br />responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer
<br />shall have responsibility for and any liability with respect to said Gas after its delivery to Buyer at the Delivery Point(s).
<br />8.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and
<br />delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND IN
<br />SECTION 14.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF
<br />FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED.
<br />8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including reasonable attorneys' fees
<br />and costs of court ("Claims"), from any and all persons, arising from or out of claims of title, personal injury or property damage from said
<br />Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all
<br />Claims, from any and all persons, arising from or out of claims regarding payment, personal injury or property damage from said Gas or other charges
<br />thereon which attach after title passes to Buyer.
<br />8.4. Notwithstanding the other provisions of this Section 8, as between Seller and Buyer, Seller will be liable for all Claims to the extent that
<br />such arise from the failure of Gas delivered by Seller to meet the quality requirements of Section 5.
<br />SECTION 9. NOTICES
<br />9.1. All Transaction Confirmations, invoices, payments and other communications made pursuant to the Base Contract ("Notices")
<br />shall be made to the addresses specified in writing by the respective parties from time to time.
<br />9.2. All Notices required hereunder may be sent by facsimile or mutually acceptable electronic means, a nationally recognized
<br />overnight courier service, first class mail or hand delivered.
<br />9.3. Notice shall be given when received on a Business Day by the addressee. In the absence of proof of the actual receipt date,
<br />the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party's receipt
<br />of its facsimile machine's confirmation of successful transmission. If the day on which such facsimile is received is not a Business Day
<br />or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day.
<br />Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time
<br />as is confirmed by the receiving party. Notice via first class mail shall be considered delivered five Business Days after mailing.
<br />SECTION 10. FINANCIAL RESPONSIBILITY
<br />10.1. If either party ("X") has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether
<br />or not then due) by the other party ("Y") (including, without limitation, the occurrence of a material change in the creditworthiness of Y), X
<br />may demand Adequate Assurance of Performance. "Adequate Assurance of Performance" shall mean sufficient security in the form,
<br />amount and for the term reasonably acceptable to X, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a
<br />security interest in an asset or a performance bond or guaranty (including the issuer of any such security).
<br />10.2. In the event (each an "Event of Default") either party (the "Defaulting Party") or its guarantor shall: (i) make an assignment or
<br />any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the
<br />commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or have such petition filed or
<br />proceeding commenced against it; (iii) otherwise become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as
<br />they fall due; (v) have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to
<br />it or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit Support Obligations relating
<br />to the Contract; (vii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business Day
<br />of a written request by the other party; or (viii) not have paid any amount due the other party hereunder on or before the second Business
<br />Day following written Notice that such payment is due; then the other party (the "Non -Defaulting Party") shall have the right, at its sole
<br />election, to immediately withhold and/or suspend deliveries or payments upon Notice and/or to terminate and liquidate the transactions
<br />under the Contract, in the manner provided in Section 10.3, in addition to any and all other remedies available hereunder.
<br />10.3. If an Event of Default has occurred and is continuing, the Non -Defaulting Party shall have the right, by Notice to the Defaulting
<br />Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20 Days after such Notice is given, as an early
<br />termination date (the "Early Termination Date") for the liquidation and termination pursuant to Section 10.3.1 of all transactions under the
<br />Contract, each a "Terminated Transaction". On the Early Termination Date, all transactions will terminate, other than those transactions,
<br />if any, that may not be liquidated and terminated under applicable law or that are, in the reasonable opinion of the Non -Defaulting Party,
<br />commercially impracticable to liquidate and terminate ("Excluded Transactions"), which Excluded Transactions must be liquidated and
<br />terminated as soon thereafter as is reasonably practicable, and upon termination shall be a Terminated Transaction and be valued
<br />consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual termination date shall be the Early
<br />Termination Date for purposes of Section 10.3.1.
<br />Copyright © 2002 North American Energy Standards Board, Inc. NAESB Standard 6.3.1
<br />All Rights Reserved Page 6 of 10 April 19, 2002
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