the event that the Contract Quantity or Baseload Quantity is identified as Full Requirements on the applicable Confirmation, then
the Parties agree that Seller’s forecasted quantity for Buyer for the applicable period should be used when calculating the remedy
due the Non-Defaulting Party. Payment for Early Termination Damages shall be due within two (2) Business Days of the invoice date
for said Early Termination Damages. In the event the Defaulting Party fails to pay amounts in accordance with the previous sentence,
the Defaulting Party shall be responsible for (i) interest equal to one and one half percent (1 1/2%) per month, provided that
such rate does not exceed the maximum rate allowed by law, compounded daily from the date such payment is due until the same is
paid and (ii) all reasonable costs of collection, including attorneys’ fees.
6. SET OFF
limiting its rights under this Agreement, a Non-Defaulting Party may reduce any amount owed it under Article 5 by way of set-off
against Other Agreement Amounts, as defined in the Definitions Rider. The Other Agreement Amounts) will be discharged promptly
and in all respects to the extent it is so set-off. This Article 6 shall be without prejudice and in addition to any right of
setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation
of law, contract, or otherwise).
7. TITLE, TAXES, CHANGE IN LAW OR TARIFF
warrants title to all natural gas delivered hereunder, that it has good and lawful authority to sell the same that said natural
gas is free from liens and adverse claims of every kind. Title to all natural gas delivered hereunder shall pass from Seller to
Buyer at the Delivery Point(s). Seller shall pay or cause to be paid all production, severance or similar taxes lawfully levied
on Seller, on the natural gas, or on any transaction giving rise to taxes, and applicable to the natural gas delivered hereunder
which accrue prior to its delivery to Buyer at the Delivery Point(s), and Seller shall hold Buyer harmless therefrom. Buyer shall
pay all taxes lawfully levied on Buyer applicable to such natural gas at and after delivery to the Delivery Point(s) and shall
hold Seller harmless therefrom. Notwithstanding the foregoing, in the event that sale of natural gas, or any of the transactions
contemplated hereunder are subject to, or become subject to, any state or local gas revenue, utility, sales, use, gross receipts,
commercial activity, excise, or ad valorem tax, that Seller is obligated to remit to any competent taxing authority, Buyer shall
reimburse Seller for any such taxes remitted by Seller in connection with this Agreement. Buyer shall provide Seller with evidence
of any applicable exemption or exclusion from such taxes in the appropriate state(s) as applicable. In the event that an Account
is located in Illinois, the Parties expressly acknowledge that the Agreement is made in De Pere, Wisconsin.
safe of natural gas herein is subject to all applicable federal and state laws, orders, rules and regulations and to the Federal
Energy Regulatory Commission rules and regulations or successor agency having jurisdiction. Either Party shall have the right
to question or contest any such law, ordinance, order, rule, or regulation. The Price and/or terms of the Agreement may be adjusted
by Seller to reflect charges associated with any change in the administration or interpretation of, a supplement to, a modification
of, or a replacement of any law, statute, regulation, tariff, or any governmental permit or approval that impacts the manner in
which Seller fulfills or the costs associated with Seller fulfilling its obligations under this Agreement.
Agreement shall be binding upon and inure to the benefit of the respective heirs, representatives, successors, and assigns of
the Parties hereto, provided however, this Agreement shall not be assigned or transferred by either Party without the prior written
consent of the other Party, which consent shall not unreasonably be withheld. Notwithstanding the foregoing, Buyer and Seller
each may assign this Agreement to its parent, affiliate, subsidiary, or a successor to all or a material portion of its assets
(such as an identifiable market), without the other Party’s consent as long as notice is provided and the assigning Party retains
liability for the obligations hereunder.
9. FORCE MAJEURE
the event either Party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement,
other than to make payments due hereunder, the obligations of each Party, so far as they are affected by such Force Majeure, shall
be suspended during the period of Force Majeure. The term “Force Majeure” as employed herein shall mean industrial disturbances,
technology failures (however caused), acts of God, acts of the public enemy, wars, terrorist acts, blockades, riots, landslides,
hurricanes, lightning, earthquakes, fires, floods, washouts, unavoidable freezing of pipes or wells and explosions, governmental
actions such as necessity for compliance with any court order, law, statute, ordinance, or regulation promulgated by a governmental
authority having jurisdiction or any other unplanned or nonscheduled occurrence, condition, situation, or threat thereof not covered
above, which renders either Buyer or Seller unable to perform its obligations hereunder, provided such event is beyond the reasonable
control of the Party claiming such inability. The claiming Party shall give the other Party notice and full particulars in writing
including a specific description of the cause relied upon and estimated duration of such event as soon as reasonably possible
after the occurrence. In addition if the Buyer is the claiming Party, Buyer will be responsible for any Imbalance Charges that
arise between the occurrence and Seller’s reasonable ability to adjust to notification by Buyer of the occurrence.
10. THIRD PARTY CLAIMS
shall have responsibility for and assume any liability with respect to claims arising prior to the delivery of natural gas to
Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and any liability with respect to claims arising
from or related to the delivery of natural gas at and after the Delivery Point(s).
AS PROVIDED IN ARTICLE 7 HEREIN, SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND FITNESS FOR PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE
OF DEALINGS OR USE OF TRADE.
NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY),
OR OTHERWISE, FOR INCIDENTAL CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.