Common use of Force Majeure Events Clause in Contracts

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. 8.1 Seller Force Majeure Event(s). (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Seller Force Majeure Event), provided that the Affected PartyEvent(s) are: (i) promptly notifies the other party in writing acts of God, acts of the cause public enemy, insurrections, riots, strikes, lockouts, boycotts, floods, interruptions to transportation, actions or inactions of a Governmental Authority, embargoes, acts of military authorities or other causes of a similar nature which wholly or partly prevent the delay production, transportation or non- performance, the likely duration delivery of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performanceCoke; andor (ii) takes all steps the unavailability of sufficient quantities of Coals utilized for any Coal Blend, or transportation services in accordance with Good Industry Practice respect thereof; provided, that no event shall constitute a Seller Force Majeure Event unless such event is beyond the reasonable control of and without the fault or negligence of Seller and which by the exercise of due foresight Seller could not reasonably have been expected to avoid and which Seller is unable to overcome or minimise by the effect exercise of the delay or non-performance on the other partydue diligence and reasonable care. (b) The performance Seller will provide Purchaser with prompt Written notice of the Affected Party's obligations, to nature and probable duration of each Seller Force Majeure Event and of the extent affected by of its effects on Seller’s performance hereunder, including its good faith estimate of the amount of Coke, if any, Seller will be able to deliver to Purchaser during such Seller Force Majeure Event, shall . Seller will exercise commercially reasonable efforts to deliver to Purchaser the amount of Coke Tonnage that Seller notifies Purchaser it will be suspended able to deliver during the period that the each Seller Force Majeure Event persistsEvent. (c) The occurrence Seller will use commercially reasonable efforts to limit the effects and duration of any each Seller Force Majeure Event shall not relieve Event, including (as applicable) restoring any damaged property necessary to reinstate the Subcontractor obligations of its obligations Seller under this Agreement, selecting alternate Coals for a Coal Blend that, in Seller’s reasonable judgment, conforms to or reasonably approximates the Business Continuity Plan. (d) If a Force Majeure Event occurs and Coal Blend Standards and, to the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurredextent reasonably possible, that is calculated to produce Screened Coke that conforms to or approximates the Contractor shall not be required to payScreened Coke Quality Standards, and the Subcontractor shall not be entitled to charge, the fees specified supporting Purchaser in paragraph [⚫] locating alternate sources of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event substitute coke Tonnage for the duration of such Seller Force Majeure Event; provided, however, nothing in this Section shall be deemed to require Seller to resolve any strike or other labor dispute except on terms that are satisfactory to Seller in its sole discretion. Purchaser’s obligation to purchase Coke shall be limited to that portion of the period commencing on the date the Coke Tonnage (excluding Nonconforming Coke Tonnage) that Seller is able to deliver to Purchaser, but in any event not in excess of that which Seller indicated that it could supply to Purchaser in Seller’s notice of Seller Force Majeure Event occurred and ending on provided pursuant to Section 8.1(b). Once Seller’s ability to deliver Coke is no longer suspended as a result of the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the applicable Seller Force Majeure Event Event, the obligations of Seller and Purchaser under this Agreement will be reinstated with a prorated portion of the remaining of the Coke Supply and Purchase Obligation in respect of the Contract Year during which Seller’s ability to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or perform hereunder is no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence suspended as a result of the such Seller Force Majeure Event.

Force Majeure Events. 8.1 Seller Force Majeure Event(s). (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Seller Force Majeure Event), provided that the Affected PartyEvent(s) are: (i) promptly notifies the other party in writing acts of God, acts of the cause public enemy, insurrections, riots, strikes, lockouts, boycotts, floods, interruptions to transportation, actions or inactions of a Governmental Authority, embargoes, acts of military authorities or other causes of a similar nature which wholly or partly prevent the delay production, transportation or non- performance, the likely duration delivery of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performanceCoke; andor (ii) takes all steps the unavailability of sufficient quantities of Coals utilized for any Coal Blend, or transportation services in accordance with Good Industry Practice respect thereof; provided, that no event shall constitute a Seller Force Majeure Event unless such event is beyond the reasonable control of and without the fault or negligence of Seller and which by the exercise of due foresight Seller could not reasonably have been expected to avoid and which Seller is unable to overcome or minimise by the effect exercise of the delay or non-performance on the other partydue diligence and reasonable care. (b) The performance Seller will provide Purchaser with prompt Written notice of the Affected Party's obligations, to nature and probable duration of each Seller Force Majeure Event and of the extent affected by of its effects on Seller’s performance hereunder, including its good faith estimate of the amount of Coke, if any, Seller will be able to deliver to Purchaser during such Seller Force Majeure Event, shall . Seller will exercise commercially reasonable efforts to deliver to Purchaser the amount of Coke Tonnage that Seller notifies Purchaser it will be suspended able to deliver during the period that the each Seller Force Majeure Event persistsEvent. (c) The occurrence Seller will use commercially reasonable efforts to limit the effects and duration of any each Seller Force Majeure Event shall not relieve Event, including (as applicable) restoring any damaged property necessary to reinstate the Subcontractor obligations of its obligations Seller under this Agreement, selecting alternate Coals for a Coal Blend that, in Seller’s reasonable judgment, conforms to or reasonably approximates the Business Continuity Plan. (d) If a Force Majeure Event occurs and Coal Blend Standards and, to the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurredextent reasonably possible, that is calculated to produce Coke that conforms to or approximates the Contractor shall not be required to payCoke Quality Standards, and the Subcontractor shall not be entitled to charge, the fees specified supporting Purchaser in paragraph [⚫] locating alternate sources of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event substitute coke Tonnage for the duration of such Seller Force Majeure Event; provided, however, nothing in this Section shall be deemed to require Seller to resolve any strike or other labor dispute except on terms that are satisfactory to Seller in its sole discretion. Purchaser’s obligation to purchase Coke shall be limited to that portion of the period commencing on the date the Coke Tonnage (excluding Nonconforming Coke Tonnage) that Seller is able to deliver to Purchaser, but in any event not in excess of that which Seller indicated that it could supply to Purchaser in Seller’s notice of Seller Force Majeure Event occurred and ending on provided pursuant to Section 8.1(b). Once Seller’s ability to deliver Coke is no longer suspended as a result of the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the applicable Seller Force Majeure Event Event, the obligations of Seller and Purchaser under this Agreement will be reinstated with a prorated portion of the remaining of the Coke Supply and Purchase Obligation in respect of the Contract Year during which Seller’s ability to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or perform hereunder is no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence suspended as a result of the such Seller Force Majeure Event.

Force Majeure Events. (a) 14.1 Subject to Clauses 7.1 clause 14.2 and 8.2(c)clause 14.3, neither party each Party shall be liable to the other party relieved from liability for any delay or non-non- performance of its obligations under this Agreement arising directly from (other than any of the following cause or causes beyond its reasonable control which are unable reasonably obligation to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Partymake payment) to the extent that it is not able to perform such obligations by reason of a Force Majeure Event. Network Rail shall be unable entitled to comply with a change to the Construction Completion Date and the Liquidated Damages Payment Date to reflect an extension of time properly awarded under any contracts between the Customer and any contractor carrying out the Works in respect of a Force Majeure Event. 14.2 Each Party shall at all or times following the occurrence of a material part Force Majeure Event: (a) take all reasonable steps to prevent and mitigate the consequences of such an event upon the performance of its obligations under this Agreement (a Agreement, resume performance of its obligations affected by the Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations Event as soon as practicable and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes use all steps reasonable endeavours in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party.remedy its failure to perform; and (b) The performance of the Affected Party's obligations, not be relieved from liability under this Agreement to the extent affected by the Force Majeure Eventthat it is not able to perform, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall or have not relieve the Subcontractor of in fact performed, its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required this Agreement due to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable any failure to comply with its obligations under this Agreementclause 14.2(a). 14.3 On the occurrence of a Force Majeure Event, the affected Party shall serve notice on the other Party as soon as reasonably practicable and in any event within ten (10) Working Days of it becoming aware of the relevant Force Majeure Event. Following that notification, this Agreement The affected Party shall notify the other Party as soon as practicable once the performance of its affected obligations can be resumed (performance to continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event).

Force Majeure Events. If a Force Majeure Event is the material contributing cause of a Party’s failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed, except that if a Force Majeure Event results in Vendor being unable to perform during any period of time some or all of the Services in accordance with the terms hereof, the County: (a) Subject shall not be required to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party pay for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performancesuch unperformed Services; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance shall be entitled, without the payment of the Affected Party's obligationsFees described in Section 14.2, to engage an alternate provider, on an interim basis, to perform the extent affected by Services that Vendor is unable to perform as a result of the Force Majeure Event, until such time as Vendor is able again to perform the Services in accordance with the terms hereof, and shall be suspended entitled during such interim period to reimbursement from Vendor (with such reimbursement not to cover any period to the period extent in excess of ninety (90) calendar days) for the costs and expenses of such provision of Services to the extent that said costs and expenses exceed the amount that the County would have paid Vendor hereunder for such Services. Both Parties shall use commercially reasonable efforts to minimize delays and mitigate adverse circumstances that occur due to a Force Majeure Event persists. (c) The occurrence of any Event. Notwithstanding the foregoing, a Force Majeure Event shall not relieve the Subcontractor of or excuse Vendor from its obligations under hereunder: (a) in the Business Continuity Plan. (d) If a event that such obligations are not directly affected by such Force Majeure Event occurs Event; (b) in the event that Vendor’s failure to perform its obligations could have been prevented by testing that could have reasonably foreseen such failure, reasonable work-around, other exercise of reasonable diligence or the use of technology common and prevalent in the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, industry; or (c) to the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by extent that the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis is caused by Vendor’s or its Subcontractors’ failure to perform their Disaster Recovery Plan obligations in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c)For purposes of this Section, neither a “Force Majeure Event” means any event beyond the reasonable control of a party shall be liable to the including acts of God, fires, floods, vandalism, sabotage, war, terrorist action, riot, civil commotion, rebellion, general labor stoppage, interruptions in telecommunications or utilities services caused by a Force Majeure Event, or acts of a government, regulatory or any other competent authority or compliance with any law or governmental or regulatory order, rule, regulation or direction outside of CTS’ control. If a party for is prevented, hindered or delayed from or in performing any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of GodContract = by a Force Majeure Event, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party then (the Affected Partyi) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, Contract shall be suspended during the period that for so long as the Force Majeure Event persists. continues and to the extent that it is so prevented, hindered or delayed, (cii) The occurrence as soon as reasonably possible after commencement of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed it shall give notice in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier writing to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to of the occurrence of the Force Majeure Event, the date of commencement of the Force Majeure Event and the effects of the Force Majeure Event on its ability to perform its obligations under this Contract; and (iii) as soon as reasonably possible after the cessation of the Force Majeure Event it shall give notice in writing of the cessation of the Force Majeure Event and shall resume performance of all of its obligations under this Contract. CTS shall have the right to terminate all or any portion of the Contract, an applicable Technical Addendum, Order, or Service provided under the applicable Technical Addendum with by providing a notice of Anticipated Breach with thirty (30) days prior notice in the event of a delay or interruption of performance by Contractor resulting from a Force Majeure Event which exceeds one hundred twenty (120) days, despite Contractor’s use of its best efforts to recover from such Force Majeure Event, by delivering to Contractor an Anticipated Breach Notice that states at a minimum the termination date at the end of the one hundred an twenty days in accordance with this Contract.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party Neither Party shall be responsible or liable to the other party for or deemed in breach hereof because of any delay or non-failure in the performance of its obligations hereunder (except for obligations to pay money due prior to occurrence of Force Majeure events under this Agreement arising directly from Agreement) or failure to meet milestone dates due to any event or circumstance (a "Force Majeure Event") beyond the reasonable control of the Party experiencing such delay or failure, including the occurrence of any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoidedfollowing: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing acts of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performanceGod; and (ii) takes all steps in accordance with Good Industry Practice to overcome typhoons, floods, lightning, cyclone, hurricane, drought, famine, epidemic, plague or minimise the effect other natural calamities; (iii) strikes, work stoppages, work slowdowns or other labour actions (other than such strikes, stoppages, slowdowns or actions involving employees of the delay Company); (iv) acts of war (whether declared or non-performance on the other party. undeclared), invasion or civil unrest; (bv) The performance any requirement, action, omission to act pursuant to any judgment or order of the Affected Party's obligationsany court or judicial authority in India, (provided such requirement, action or omission to act is not due to the extent affected breach by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence Company or .ESCOM of any Force Majeure Event shall not relieve the Subcontractor Law or any of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its their respective obligations under this Agreement. Following that notification); (vi) inability despite complying with all legal requirements to obtain, this Agreement renew or maintain required licenses or Legal Approvals; (vii) earthquakes, explosions and accidents ; Force Majeure Events: Neither Party shall continue be responsible or liable for or deemed in breach hereof because of any delay or failure in the performance of its obligations hereunder (except for obligations to be performed on the terms existing immediately pay money due prior to occurrence of Force Majeure events under this Agreement) or failure to meet milestone dates due to any event or circumstance (a "Force Majeure Event") beyond the reasonable control of the Party affected by such delay or failure, including the occurrence of any of the Force Majeure Event.following: (i) acts of God; (ii) typhoons, floods, lightning, cyclone, hurricane, drought, famine, epidemic, plague or other natural calamities; (iii) strikes, work stoppages, work slowdowns or other labour actions (other than such strikes, stoppages, slowdowns or actions involving employees of the Company); (iv) acts of war (whether declared or undeclared), invasion or civil unrest; (v) any requirement, action, omission to act pursuant to any judgment or order of any court or judicial authority in India, (provided such requirement, action or omission to act is not due to the breach by the Company or .ESCOM of any Law or any of their respective obligations under this Agreement); (vi) inability despite complying with all legal requirements to obtain, renew or maintain required licenses or Legal Approvals; (vii) earthquakes, explosions and accidents ; (viii) fire; (ix) expropriation and/or compulsory acquisition of the Project in whole or (viii) fire; (ix) expropriation and/or compulsory acquisition of the Project in whole or in part; (x) chemical or radioactive contamination or ionising radiation; or (xi) damage to or breakdown of transmission facilities of either Party; (xii) breakdown of generating equipment of the Company ; (xiii) breach of canal supplying water to the generating plant in part; (x) chemical or radioactive contamination or ionising radiation; or (xi) damage to or breakdown of transmission facilities of either Party; (xii) breakdown of generating equipment of the Company ; (xiii) breach of canal supplying water to the generating plant

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c)13.1 In general terms, under this Contract neither party shall Party will be liable to the other party Party for any delay or non-non- performance of its obligations under this Agreement arising directly Contract to the extent such delay or non-performance arises from any of an event or circumstance that is beyond the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement Party (a “Force Majeure Event”), provided that the Affected directly affected Party: (i) promptly 13.1.1 immediately notifies the other party Party in writing of setting out details of: (a) the cause of the delay or non- performance, non-performance and the nature of the relevant event or circumstance; (b) the impact of the Force Majeure Event on the performance of that Party’s obligations under this Contract; (c) the date on which the Force Majeure Event started and its likely or potential duration; (d) likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (iie) takes any steps being taken to reduce the impact of the relevant or circumstance. 13.1.2 uses all steps in accordance with Good Industry Practice reasonable endeavours to overcome or minimise mitigate the effect of the Force Majeure Event on the performance of its obligations; and 13.1.3 resumes all of its obligations under this Contract as soon as reasonably practicable. 13.2 Where a delay or non-performance on is caused by a Force Majeure Event: 13.2.1 the directly affected Party shall be entitled to a reasonable extension of time for performing such obligations; 13.2.2 the corresponding obligations of the other partyParty will be suspended, and it’s time for performance of such obligations extended to the same extent as those of the directly affected Party; and 13.2.3 any costs arising from that delay will be borne by the Party incurring the same. (b) The 13.3 Where the period of delay or non-performance continues for a period of 14 Working Days with no further sign of any change in the Affected Party's obligationsforeseeable future after that period, to the extent Party not directly affected by the Force Majeure Eventevent or circumstance may terminate this Contract on immediate written notice to the directly affected Party. 13.4 Subject to the following and for the purposes of this Clause 13, shall whilst an event can be suspended beyond the reasonable control of either Party if such event is ongoing or is contemplated by the Parties at the Effective Date, or becomes foreseeable by either Party during the period that Term (which can include global pandemic, national epidemic and related government action and restrictions on movements of natural persons) the Force Majeure Event persists. (c) The occurrence procedural requirements of any Force Majeure Event shall not relieve Sub-Clause 13.1.1will continue to apply to the Subcontractor of its obligations under the Business Continuity Plan. (d) If directly affected Party. Such event will then only be deemed a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed where we provide written confirmation following your compliance in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier procedural requirements of Sub-Clause 13.1.1, to ensure the smooth and seamless provision of those services to the Contractor and the Authorityour satisfaction. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject No fault if failure due to Clauses 7.1 and 8.2(c), neither party shall a Force Majeure Event 19.1 Neither Party will be liable to the other party for any delay or non-performance of failure to perform its obligations under this Agreement arising directly from any of Contract where the following cause or causes beyond its reasonable control which are unable reasonably failure is due to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided . 19.2 It is specifically understood that none of the Affected Partyfollowing conditions shall constitute a Force Majeure Event: (ia) promptly notifies reasonably foreseeable weather conditions including high ambient temperatures and rain; (b) the failure of any Subcontractor to furnish labour, services, materials or equipment on the dates agreed to unless such failure is itself due to a Force Majeure Event; (c) general economic conditions and exchange rate fluctuations; (d) the financial condition of the Contractor or any Subcontractor; (e) the financial condition of Pan Pac; and (f) any matter, thing or circumstance that the Contractor takes risk in pursuant to this Contract. 19.3 A Party who wishes to claim suspension of its obligations due to Force Majeure Event must notify the other party in writing Party as soon as reasonably possible. The notice must state: (a) the nature of the cause circumstances giving rise to the Force Majeure Event; (b) the extent of the delay or non- performance, that Party's inability to perform under this Contract; (c) the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or that non-performance; and (iid) takes all what steps in accordance with Good Industry Practice are being taken to overcome or minimise the effect impact of the delay or non-performance Force Majeure Event on the other partyWorks. (b) The performance of 19.4 If Pan Pac, acting reasonably, requires the Affected Party's obligations, Works to be supplied during the extent period affected by the a Force Majeure Event, shall be suspended during the period that the Force Majeure Event persiststhen despite clause 19.5, Pan Pac may terminate this Contract immediately by giving notice. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay or non-non- performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are and unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, sabotage which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- non-performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-non- performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurredhours, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, for the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those full and uninterrupted Services are resumed in full and on an uninterrupted basis in accordance with this Agreementresumed. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the AuthorityContractor. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. A Force Majeure shall include, without limitation, the following: a. war, hostilities, or warlike operations (a) Subject to Clauses 7.1 and 8.2(cwhether a state of war be declared or not), neither invasion, act of foreign enemy, and civil war; b. strike, sabotage, lockout, embargo, import restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague; c. earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves, or other natural or physical disaster; 16.2.1 If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event. 16.2.2 The party who has given such notice shall be liable excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the other extent that such party’s performance is prevented, hindered, or delayed. The time for achieving Final Acceptance shall be extended. 16.2.3 The party for any or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect of the event of Force Majeure upon its or their performance of the Contract and to fulfil its or their obligations under the Contract, but without prejudice to either party’s right to terminate the Contract under Clause 16. 16.2.4 No delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes by either party (to this Contract caused by the Affected Party) to be unable to comply with all or a material part occurrence of its obligations under this Agreement (a any event of Force Majeure Event), provided that the Affected Partyshall: (ia) promptly notifies the other party in writing constitute a default or breach of the cause of the delay Contract; (b) Give rise to any claim for damages or non- performance, the likely duration of additional cost or expense occasioned by the delay or non-performance, evidence of its effect on its obligations if, and details of to the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the extent that, such delay or non-performance on is caused by the other partyoccurrence of an event of Force Majeure. (b) The 16.2.5 If the performance of the Affected Party's obligationsContract is substantially prevented, hindered, or delayed for a single period of more than sixty (60) days on account of one or more events of Force Majeure during the time period covered by the Contract, the parties will attempt to develop a mutually satisfactory solution, failing which, either party may terminate the Contract by giving a notice to the extent affected by other. 16.2.6 In the Force Majeure Eventevent of termination pursuant to Clause 16, the rights and obligations of the Purchaser and the Supplier shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees as specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreementclause titled Termination. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c)To the extent either Party is prevented by a Force Majeure Event from carrying out, neither party shall be liable to the other party for any delay in whole or non-performance of part, its obligations under this Agreement arising directly from any and such Party gives Notice and details of the following cause or causes beyond its reasonable control which are unable reasonably Force Majeure Event to the other Party as detailed below, then, the Party impacted by the Force Majeure Event shall be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (excused from the Affected Party) to be unable to comply with all or a material part performance of its obligations under this Agreement to the extent impacted. As soon as practicable after commencement of a Force Majeure Event, the non-performing Party shall provide the other Party with oral notice of the Force Majeure Event, and within two (2) weeks of the commencement of a Force Majeure Event (or such longer period as reasonably required given the nature of the Force Majeure Event), provided that the Affected Party: (i) promptly notifies non-performing Party shall provide the other party Party with Notice in writing the form of a letter describing in detail the particulars of the cause of occurrence giving rise to the delay or non- performance, Force Majeure Event claim and the likely duration of anticipated impact on the delay or non-performance, evidence of its effect on performing Party's ability to perform its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice performing Party's anticipated plan to overcome or minimise the effect of the delay or non-performance on the other party. (b) The resume full performance of the Affected Party's obligations, to the extent affected obligations impacted by the Force Majeure Event, . Seller shall be suspended not substitute Product from any other source for ▇▇▇▇▇’s Share of the output of the Project during the period that the an outage resulting from a Force Majeure Event persists. (c) Event. The occurrence suspension of any Force Majeure Event shall not relieve the Subcontractor performance due to a claim of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs must be of no greater scope and of no longer duration than is required by the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor Force Majeure Event. Buyer shall not be required to paymake any payments for any Product that Seller fails to schedule, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] deliver or provide as a result of Schedule 6 (Charges) with respect to those Services affected by the a Force Majeure Event for during the duration term of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the such Force Majeure Event.

Force Majeure Events. If a Force Majeure Event is the material contributing cause of a Party’s failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are affected by such Force Majeure Event, until the Force Majeure Event has ended. If a Force Majeure Event results in Vendor being unable to perform during any period of time some or all of the Services in accordance with the terms hereof, the Client: (a) Subject shall not be required to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party pay for any delay or non-performance of its obligations under this Agreement arising directly from any Fees during the period of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance shall be entitled, without the payment of the Affected Party's obligationsfees described in Section 14.2, to engage an alternate provider, on an interim basis, to perform the extent affected by Services that Vendor is unable to perform as a result of the Force Majeure Event, until such time as Vendor is able again to perform the Services in accordance with the terms hereof. Both Parties shall be suspended during the period use commercially reasonable efforts to minimize delays and mitigate adverse circumstances that the occur due to a Force Majeure Event persists. (c) The occurrence of any Event. Notwithstanding the foregoing, a Force Majeure Event shall not relieve the Subcontractor of or excuse Vendor from its obligations under hereunder: (i) in the Business Continuity Plan. (d) If a event that such obligations are not directly affected by such Force Majeure Event occurs Event; (ii) in the event that Vendor’s failure to perform its obligations could have been prevented by testing that could have reasonably foreseen such failure, reasonable work-around, other exercise of reasonable diligence or the use of technology common and prevalent in the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, industry; or (iii) to the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by extent that the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis is caused by Vendor’s or its Subcontractors’ failure to perform their Disaster Recovery Plan obligations in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide . Notwithstanding the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be foregoing, if Vendor is unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on restore the terms existing immediately prior to Services within thirty (30) days from the occurrence date of the Force Majeure Event, then Client shall have the right to terminate all or a portion of the Services without liability and without the payment of termination fees.

Force Majeure Events. (a) Subject 18.2 No failure or omission by either party to Clauses 7.1 carry out or observe any of the stipulations or conditions of this Agreement shall, except in relation to obligations to make payments hereunder and 8.2(c)except as herein expressly provided to the contrary, neither give rise to any claim against the party in question or be deemed a breach of this Agreement if such failure or omission arises from a Force Majeure Event or any other cause beyond the reasonable control of the party which renders their performance under this Agreement impossible. 18.3 Each party agrees to notify the other as soon as reasonably practicable upon becoming aware of a Force Majeure Event. The Authorities shall then work together in such a manner as is reasonable in the circumstances to deal with the situation and shall use all reasonable endeavours to mitigate any adverse effects on the provision of the Services and any losses arising. Each party shall be liable strive to the other party for any delay or non-performance of its continue to perform their obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by notwithstanding the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve 18.4 In the Subcontractor of event that a party is unable to fulfil its obligations under the Business Continuity Plan. (d) If during and/or following a Force Majeure Event occurs the obligations hereunder of such party shall be suspended. The party whose obligations have been suspended as aforesaid shall give notice of such suspension as soon as reasonably possible to the other party, stating the start date and anticipated duration of such suspension and the Subcontractor has not restored full cause thereof. A party whose obligations have been suspended as aforesaid shall resume the performance of such obligations as soon as reasonably possible and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party when these are resumed. 18.5 Subject to any other provision within this agreement providing otherwise, each party shall bear its own costs in writing as soon as practicable after the rectifying a Force Majeure Event ceases or no longer causes Event. Neither party shall be entitled to bring to the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, other party a claim for a breach of this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the or any liability incurred or any losses or damages arising from a Force Majeure Event. 18.6 Where a Force Majeure Event has a material effect on the provision of all or any significant part of the Services for more than 45 days then either party shall be entitled to terminate this Agreement in relation to the part of the Services affected by giving not less than 45 days prior written notice to the other.

Force Majeure Events. Subject to the limitations contained in, and upon the DB Contractor’s fulfillment of all applicable requirements of, this Section 14, the Mobility Authority shall issue Change Orders (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to compensate the other party DB Contractor for any delay or non-performance of its obligations under this Agreement additional costs incurred arising directly from Force Majeure Events (excluding Acceleration Costs or delay and disruption damages other than for any of the following cause or causes beyond its reasonable control Force Majeure Events which are unable reasonably to be planned for or avoided: act included in the definition of GodMobility Authority-Caused Delay), act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party and (the Affected Partyb) to be unable to comply with all or a material part extend the applicable Interim Completion Deadline, Completion Deadline, and/or Acceptance Deadline as the result of its obligations under this Agreement (any delay in the Critical Path directly caused by a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected that it is not possible to work around the problem. 14.10.1 Notwithstanding the foregoing, the DB Contractor shall be fully responsible for, and thus shall not receive a Change Order with respect to, any delays of up to 120 Days per location or an aggregate amount of 120 Days for all such delays, resulting from the need to work around locations impacted by the type of event described in clause (c) of the definition of "Force Majeure Event, shall be suspended during the period " (that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurredis, the Contractor discovery of previously unknown archeological, paleontological or cultural resources on the Site). The Mobility Authority shall not be required responsible for any Acceleration Costs or other costs attributable to payany delays relating to such event or situation, other than any Acceleration Costs and other incremental costs directly attributable to the Subcontractor portion of the type of delay described above in excess of 120 Days per location or in excess of an aggregate amount of 120 Days for all such delays; provided that, the DB Contractor shall be entitled to a Change Order for additional costs and/or time only where there is a delay to the Critical Path after expiration of such 120 Day work-around period. If a delay resulting from the need to work around a previously unknown archeological, paleontological or cultural resource is concurrent with another delay which is the DB Contractor’s responsibility hereunder, then such delay shall be borne 100% by the DB Contractor and shall not be entitled counted towards the 120-Day aggregate cap. If a delay resulting from the need to chargework around a previously unknown archeological, paleontological or cultural resource is concurrent with another delay resulting from the fees specified in paragraph [⚫] need to work around another previously unknown archeological, paleontological or cultural resource, only one of Schedule 6 (Charges) the delays shall be applied to the 120-Day period of the DB Contractor’s responsibility or the 120-Day aggregate cap. The foregoing shall not be deemed to preclude the DB Contractor from obtaining a Change Order with respect to those Services affected by any requirement that it perform mitigation measures relating to any such resources or materials which are not otherwise its responsibility under the Force Majeure Event for the duration terms of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this AgreementContract Documents. (e) The Contractor may instruct an alternative supplier 7. Revisions to provide the services affected by the Force Majeure Event to ensure continuity DB Agreement, Exhibit C, Section 22.5.2.1. Section 22.5.2.1 of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services Exhibit C to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this DB Agreement shall continue be amended to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.read in its entirety as follows:

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c)To the extent either Party is prevented by a Force Majeure Event from carrying out, neither party shall be liable to the other party for any delay in whole or non-performance of part, its obligations under this Agreement arising directly from any and such Party gives Notice and details of the following cause or causes beyond its reasonable control which are unable reasonably Force Majeure Event to the other Party as detailed below, then, the Party impacted by the Force Majeure Event shall be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (excused from the Affected Party) to be unable to comply with all or a material part performance of its obligations under this Agreement (for the period during which its performance is impacted. As soon as practicable after commencement of a Force Majeure Event), provided that the Affected Party: (i) promptly notifies non-performing Party shall provide the other party in writing Party with oral notice of the cause Force Majeure Event, and within two (2) weeks of the delay or non- performancecommencement of a Force Majeure Event, the likely duration non-performing Party shall provide the other Party with Notice in the form of a letter describing in detail the particulars of the delay or occurrence giving rise to the Force Majeure Event claim and the anticipated impact on the non-performance, evidence of its effect on performing Party's ability to perform its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice performing Party's Plan to overcome or minimise the effect of the delay or non-performance on the other party. (b) The resume full performance of the Affected Party's obligations, to the extent affected obligations impacted by the Force Majeure Event, . Seller shall be suspended not without the prior written consent of Buyer substitute Buyer’s Product from any other source for the output of the Project during the period that the an outage resulting from a Force Majeure Event persists. (c) Event. The occurrence suspension of any Force Majeure Event shall not relieve the Subcontractor performance due to a claim of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs must be of no greater scope and of no longer duration than is required by the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor Force Majeure Event. Buyer shall not be required to paymake any payments for any Buyer’s Product that Seller fails to schedule, deliver or provide as a result of a Force Majeure Event during the term of such Force Majeure Event. This Agreement may be terminated by either Party with no further obligation to the other Party if such Force Majeure Event prevents the performance of a material portion of the obligations hereunder and such Force Majeure Event is not resolved and full performance resumed within one hundred eighty (180) days after the Subcontractor shall not be entitled to chargecommencement of such Force Majeure Event; provided, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by however, if the Force Majeure Event for occurs after the duration of Commercial Operation Date and Seller is the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. non-performing Party, Seller shall have up to ninety (e90) The Contractor may instruct an alternative supplier to provide the services affected by the days following such Force Majeure Event to ensure continuity obtain a report from an independent, third party engineer stating whether the Project is capable of service being repaired or replaced within fifteen (15) additional months or less from the date of the report and provide Buyer a copy of the engineer’s report, at no cost to Buyer. If such engineer’s report concludes that the Project is capable of being repaired or replaced within such fifteen (15) month period and Seller undertakes and continues such repair or replacement with due diligence, then Buyer shall not have the right to terminate this Agreement pursuant to this Section 16.1 until the expiration of the period deemed necessary by the engineer’s report (not to exceed fifteen (15) months), after which time, Buyer may terminate this Agreement by Notice to Seller unless the Project has been repaired or replaced, as applicable, and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth Seller has resumed and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with is satisfying its performance obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. In the event that Landlord shall be unable to deliver possession of the three (3) components of the Building pursuant to the preceding provisions of this Paragraph 5. 1. Landlord shall-not be subject to any liability for the failure to so deliver possession by any of said dates, nor shall the validity of this Lease or the obligations of Tenant hereunder be in any way affected; provided, however, that (a) Subject to Clauses 7.1 and 8.2(c)in the event of any such delay in delivering possession of the Office Area for any reason other than as set forth in paragraph 5.1A above beyond March 2, neither party 1990, the Term shall be liable extended for the same number of days as the length of such delay, so as to the other party for any delay or non-performance result in a Term of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party ten (the Affected Party10) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performanceyears; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance in the event of any such delay in delivering possession of the Affected Party's obligationsOffice Area, the Production Area or the Addition, respectively, beyond the dates set forth above for any reason other than as set forth above, Tenant shall not be obligated to the extent affected by the Force Majeure Event, shall be suspended remit any Base Rent or Additional Rent during the such period that the Force Majeure Event persists. of delay; and (c) The occurrence in the event of any Force Majeure Event such delay in delivering possession of the Office Area, the Production Area or the Addition, respectively, beyond the dates set forth above for any reason other than as set forth above. Landlord shall credit, first, to any COSTS Tenant is obligated to pay pursuant to Paragraph 2.1 (a) above, and second, to installments of Rent next due and payable by Tenant, the sum of One Thousand Dollars ($1,000) per day for each day that delivery of possession of the three (3) components of the Building is delayed; provided further, however, that the foregoing clauses (a), (b) and (c) shall not relieve apply if any such delay in delivering possession of all or any component of the Subcontractor Building is caused by any act or omission of its obligations under Tenant (including, without limitation, any Changes requested by Tenant). In the Business Continuity Plan. (devent Tenant causes any delay(s) If a Force Majeure Event occurs and which results in Landlord being delayed in delivering possession of the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurredOffice Area by March 2, 1990 and/or the Contractor shall not be required Addition by July 1, 1990, Tenant's obligation to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) pay Rent with respect to those Services affected by the Force Majeure Event for Existing Building and/or the duration Addition shall commence as of March 2, 1990 and/or as of July 1, 1990, as applicable. Taking possession of all or any portion of the period commencing Existing Building by Tenant shall be conclusive evidence as against Tenant that the completed portion of the Existing Building is in satisfactory condition on the date of taking possession, subject to normal "punch list items" and subject to Section 2.11 above. The failure of Tenant to take possession of the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected Existing Building by the Force Majeure Event to ensure continuity of service and Commencement Date shall not affect the Subcontractor shall coliability or Tenant hereunder. Pre-operate with the alternative supplier to ensure the smooth and seamless provision of those services Term access to the Contractor and Office Area by Tenant for purposes of installing any fixtures, equipment or other personality therein shall not constitute possession; provided, however, that Tenant shall not have any access to the Authority. (f) The Affected Party shall notify Production Area or the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately Addition prior to the occurrence delivery of the Force Majeure Eventpossession thereof to Tenant.

Force Majeure Events. (a) Subject “Force Majeure Event” means any event which is not within the reasonable control of the Party affected, and with the exercise of due diligence, could not reasonably be prevented, avoided or removed by such Party, and does not result from such Party’s negligence or the negligence of its agents, employees or subcontractors, which causes the Party affected to Clauses 7.1 and 8.2(c)be delayed, neither party shall be liable in whole or in part, or unable to the other party for any delay partially or non-performance of wholly perform its obligations under this Agreement arising directly from any Agreement, including: natural disasters; landslides; drought; fire; flood; wind shear; earthquake; lightning; hail; hurricanes; tornados; tsunamis; ice and ice storms; perils of the following cause sea; volcanic activity; epidemic; war (whether declared, undeclared or causes beyond its reasonable control which are unable reasonably to be planned for threatened) or avoided: act other armed conflict; acts of God; riot; explosions; civil disturbance; sabotage; strikes, act of terrorismlockouts or labor disputes (except for strikes, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot lockouts or sabotage, in each case, which directly causes either party (labor disputes isolated to the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (Party claiming a Force Majeure Event); vandalism; terrorism or threats of terrorism; blockades. Force Majeure Events shall not include (a) a Party’s financial inability to perform under this Agreement, provided that (b) a failure of equipment except if caused by a Force Majeure Event, (c) unavailability of spare parts except if caused by a Force Majeure Event or (d) sabotage by employees, agents or any subcontractors of the Affected Party: Party claiming the Force Majeure Event. *** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit because such information is both (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performancematerial and (ii) would be competitively harmful if publicly disclosed. To the extent either Party is prevented by Force Majeure from carrying out, evidence of its effect on in whole or part, its obligations under the Hosting Agreement (the “Claiming Party”) gives notice and details of the action it proposes Force Majeure to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The Party as soon as practicable, then the Claiming Party shall be excused from the performance of its obligations with respect to the Affected Party's obligations, Hosting Agreement (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure) to the extent affected those obligations relate to the Facility or Facilities impacted by the such Force Majeure Event, . The Claiming Party shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor use all commercially reasonably efforts to recommence performance of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor hereunder. The non-Claiming Party shall not be required to pay, and perform or resume performance of its obligations to the Subcontractor shall not be entitled Claiming Party corresponding to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration obligations of the period commencing on the date the Claiming Party excused by Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this AgreementMajeure. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (1) Distiller shall not be liable or responsible to Purchaser, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement, when and to the extent Distiller’s failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) Subject to Clauses 7.1 and 8.2(cacts of God; (b) flood, fire, destructive wind event, earthquake, explosion or any other natural disasters or catastrophes, including any epidemic or pandemic; (c) war, invasion, hostilities (whether war is declared or not), neither party terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication or equipment breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the impacted Party; provided, however, no Force Majeure Event shall be liable relieve Purchaser from its obligations to Distiller for the fees due from Purchaser as provided for herein or Purchaser’s obligations as to insurance provided for herein, nor shall any Force Majeure Event relieve either Party of its indemnification obligations provided for herein.. (2) Distiller shall give notice within ten (I 0) Business Days of the Force Majeure Event to the other party for any Purchaser, stating the period of time the occurrence is expected to continue. Distiller shall use commercially reasonable efforts to end the failure or delay or non-and to try to minimize the effects of such Force Majeure Event. Distiller shall resume the performance of its obligations under this Agreement arising directly from any of as soon as reasonably practicable after the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing removal of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during . In the period event that the Force Majeure Event persists. Distiller’s failure or delay remains uncured for a period of one-hundred eighty (c180) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations consecutive days following written notice given by it under the Business Continuity Plan. this Section 5.2(2), either Party may thereafter terminate this Agreement upon fourteen (d14) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services days’ written notice to the Contractor and the Authorityother Party. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. The parties shall not be excused from their respective Contract obligations except in the case of Force Majeure Events and as otherwise provided for in this Contract. If a Force Majeure Event prevents a party from complying with any obligation or satisfying any conditions under this Contract, then that failure to comply will not constitute a breach if (aA) Subject that party uses reasonable efforts to Clauses 7.1 comply (B) that party’s failure to comply is not due to its failure to (i) take reasonable measures to protect itself against Force Majeure Events or (ii) develop and 8.2(c)maintain a reasonable contingency plan to respond to Force Majeure Events, neither and (C) that party complies with its obligations under subsection (b) of this Section. If a Force Majeure Event occurs, then the noncomplying party shall be liable to promptly notify the other party for any delay or non-performance of its obligations under this Agreement arising directly from any occurrence of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a that Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations under the Contract, and details of how long the action it proposes noncomplying party expects the noncompliance to take to mitigate last. Thereafter, the effect of the delay noncomplying party shall update that information as reasonably necessary, or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on as the other party. (b) The performance of the Affected Party's obligationsparty may reasonably request, to the extent affected by the whichever is more frequent. During a Force Majeure Event, the noncomplying party shall be suspended during use reasonable efforts to limit damages to the period that the Force Majeure Event persists. (c) The occurrence other party and to resume complying with its obligations under this Contract. Failure to provide written notice of any Force Majeure Event shall not relieve as soon as the Subcontractor failing party becomes aware of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurredit, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected or failure by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party to Act in writing as soon as practicable after response to the notice, does not excuse any delays or failures in Performance or obligations. Force Majeure Event ceases Events means strikes, lockouts, riot, sabotage, rebellion, insurrection, acts of war, acts of terrorism, failure of or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notificationinadequate permanent power, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence fire, flood, earthquake, epidemics, natural disasters, and acts of the Force Majeure EventGod.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party Neither Party shall be responsible or liable to the other party for or deemed in breach hereof because of any delay or failure in the performance of its obligations hereunder (except for obligations to pay money due prior to occurrence of Force Majeure events under this Agreement) or failure to meet milestone dates due to any event or circumstance (a "Force Majeure Event") beyond the reasonable control of the Party experiencing such delay or failure, including the occurrence of any of the following: (i) acts of God; (ii) typhoons, floods, lightning, cyclone, hurricane, drought, famine, epidemic, plague or other natural calamities; (iii) strikes, work stoppages, work slowdowns or other labour dispute which affects a Party‟s ability to perform under this Agreement; (iv) acts of war (whether declared or undeclared), invasion or civil unrest; (v) any requirement, action or omission to act pursuant to any judgment or order of any court or judicial authority in India (provided such requirement, action or omission to act is not due to the breach by the Company or Corporation of any Law or any of their respective obligations under this Agreement); (vi) inability despite complying with all legal requirements to obtain, renew or maintain required licenses or Legal Approvals; (vii) earthquakes, explosions, accidents, landslides; (viii) fire; (ix) expropriation and/or compulsory acquisition of the Project in whole or in part; (x) chemical or radioactive contamination or ionising radiation; or (xi) damage to or breakdown of transmission facilities of either Party; (xii) breakdown of generating equipment of the Company; (xiii) breakdown of the Project equipment; (b) The availability of Article 8.1 to excuse a Party‟s obligations under this Agreement due to a Force Majeure Event shall be subject to the following limitations and restrictions: (i) the non-performing Party gives the other Party written notice describing the particulars of the Force Majeure Event as soon as practicable after its occurrence; (ii) the suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure Event; (iii) the non-performing Party is able to resume performance of its obligations under this Agreement arising directly from any of Agreement, it shall give the following cause or causes beyond its reasonable control which are unable reasonably other Party written notice to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party:effect; (iiv) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists.was not caused by the non-performing Party‟s negligent or intentional acts, errors or omissions, or by its negligence/failure to comply with any material Law, or by any material breach or default under this Agreement; (cv) The occurrence of any Force Majeure Event in no event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and excuse the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be obligations of a Party that are required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be completely performed on the terms existing immediately prior to the occurrence of the a Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay If either Party is rendered wholly or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be partially unable to comply with all or a material part of perform its obligations under this Agreement (except an obligation to make payments hereunder) because of a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, Party shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services excused from whatever performance is affected by the Force Majeure Event to ensure continuity the extent so affected, provided that: a. the non-performing Party within fifteen (15) business days after the occurrence of service and the Subcontractor shall co-operate with the alternative supplier inability to ensure the smooth and seamless provision of those services perform due to a Force Majeure Event provides written notice to the Contractor other Party of the particulars of the occurrence including an estimation of its expected duration and probable impact on the Authority.performance of its obligations hereunder, and continues to furnish timely regular reports with respect thereto during the period of the Force Majeure Event, except that if a Party has actual notice of a Force Majeure Event, the failure of the non-performing Party to give written notice thereof shall not be a breach of this Agreement; (f) The Affected b. the non-performing Party shall notify use its best efforts to continue to perform its obligations hereunder and to remedy its inability to so perform; c. the non-performing Party shall provide the other party in writing as soon as practicable after Party with prompt notice of the cessation of the Force Majeure Event ceases or giving rise to the excuse from performance; d. no longer causes the Affected obligations of either Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately arose prior to the occurrence of the Force Majeure Event shall be excused as a result of such occurrence; e. the burden of proof as to whether a Force Majeure Event in fact occurred shall be upon the Party claiming that a Force Majeure Event has occurred; and f. if the Force Majeure Event continues for three hundred and sixty (360) continuous days from the commencement of the Force Majeure Event, the non-performing Party shall have the right to terminate this Agreement without further liability to either Party.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c)To the extent either Party is prevented by a Force Majeure Event from carrying out, neither party shall be liable to the other party for any delay in whole or non-performance of part, its obligations under this Agreement arising directly from any and such Party gives Notice and details of the following cause or causes beyond its reasonable control which are unable reasonably Force Majeure Event to the other Party as detailed below, then, the Party impacted by the Force Majeure Event shall be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (excused from the Affected Party) to be unable to comply with all or a material part performance of its obligations under this Agreement (for the period during which its performance is impacted. As soon as practicable after commencement of a Force Majeure Event), provided that the Affected Party: (i) promptly notifies non-performing Party shall provide the other party in writing Party with oral notice of the cause Force Majeure Event, and within two (2) weeks of the delay or non- performancecommencement of a Force Majeure Event, the likely duration non-performing Party shall provide the other Party with Notice in the form of a letter describing in detail the particulars of the delay or occurrence giving rise to the Force Majeure Event claim and the anticipated impact on the non-performance, evidence of its effect on performing Party's ability to perform its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice performing Party's plan to overcome or minimise the effect of the delay or non-performance on the other party. (b) The resume full performance of the Affected Party's obligations, to the extent affected obligations impacted by the Force Majeure Event, . Seller shall be suspended not without the prior written consent of Buyer substitute Product from any other source for the output of the Project during the period that the an outage resulting from a Force Majeure Event persists. (c) Event. The occurrence suspension of any Force Majeure Event shall not relieve the Subcontractor performance due to a claim of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs must be of no greater scope and of no longer duration than is required by the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor Force Majeure Event. Buyer shall not be required to paymake any payments for any Product that Seller fails to schedule, deliver or provide as a result of a Force Majeure Event during the term of such Force Majeure Event. This Agreement may be terminated by either Party with no further obligation to the other Party if such Force Majeure Event prevents the performance of a material portion of the obligations hereunder and such Force Majeure Event is not resolved and full performance resumed within one hundred eighty (180) days after the Subcontractor shall not be entitled to chargecommencement of such Force Majeure Event; provided, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by however, if the Force Majeure Event for occurs after the duration of Commercial Operation Date and Seller is the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. non-performing Party, Seller shall have up to ninety (e90) The Contractor may instruct an alternative supplier to provide the services affected by the days following such Force Majeure Event to ensure continuity obtain a report from an independent, third party engineer stating whether the Project is capable of service being repaired or replaced within fifteen (15) additional months or less from the date of the report and provide Buyer a copy of the engineer’s report, at no cost to Buyer. If such engineer’s report concludes that the Project is capable of being repaired or replaced within such fifteen (15) month period and Seller undertakes and continues such repair or replacement with due diligence, then Buyer shall not have the right to terminate this Agreement pursuant to this Section 16.1 until the expiration of the period deemed necessary by the engineer’s report (not to exceed fifteen (15) months), after which time, Buyer may terminate this Agreement by notice to Seller unless the Project has been repaired or replaced, as applicable, and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth Seller has resumed and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with is satisfying its performance obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party Neither the Company nor the Customer shall be liable to for the other party for any delay or non-performance or improper performance of its obligations under this Agreement arising directly the Client Agreement, if such party is prevented from any or delayed by reason of occurrence of Force Majeure circumstances, including but not limited to the following: (a) flood, earthquake or other natural disaster; (b) war, military actions, rebellion, civil disorder, strike; (c) decisions by the legislative and/or other bodies of the following cause Cyprus Republic (including the Central Bank, the Cyprus Securities and Exchange Commission) and other countries, that make it impossible for the party to fulfil its obligations under the Client Agreement; (d) discontinuance or causes suspension of the operation of any market; (e) failure of communication for any reason with market makers, mal-functioning and/or non- operation of any computer transaction system due to defectiveness or failure of the mechanic equipment, fault or stoppage in communication lines, any other problems in connection, breakdown or unavailability of access to the internet or the Platform; (f) other similar circumstances that are beyond its the reasonable control of the affected party that may occur after the conclusion of the Client Agreement; (g) suspension of trading on a market or the liquidation or closure of any market, or the fixing of minimum or maximum prices for trading on a market to which are unable reasonably to be planned for the Company relates its quotes, or avoided: act the imposition of God, act limits or special or unusual terms on the trading in any such market or a regulatory ban on the activities of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either any party (unless the Affected PartyCompany has caused that ban), decisions of state authorities, governing bodies of self-regulating organizations, decisions of governing bodies of organized trading platforms; and (h) breakdown, failure or malfunction of any electronic, network and communication lines (not due to be unable the bad faith or wilful default of the Company). Upon occurrence of force majeure circumstances, the affected party shall notify in writing the other party within two (2) business days. Failure by the affected party to comply with all notify the other party thereof, shall preclude the affected party from relying on the occurrence of the force majeure circumstances as an excuse for the non-performance or a material part improper performance of its obligations under this the Client Agreement and these Terms of Business. In case of occurrence of Force Majeure circumstances and submitting of the above relevant notice by the affected party, performance period of the obligations of the affected party under the Client Agreement shall be extended for a time period equal to the duration of these circumstances and their consequences. Should the Force Majeure circumstances last more than fifteen (15) business days, the non-affected party shall be entitled to terminate the Agreement immediately by written notice to the other party. Any outstanding obligations and/or payments between the parties shall be settled. If the Company determines in its reasonable opinion, that a Force Majeure Event)Event exists (without prejudice to any other rights under the Client Agreement) the Company may without prior notice and at any time take any or all of the following steps, provided that the Affected Partyas necessary: (ia) promptly notifies Suspend or modify the other party in writing application of any or all terms of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, Client Agreement to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists.makes it impossible or impractical for the Company to comply with them; (b) Take or omit to take all such other actions as the Company deems to be reasonably appropriate in the circumstances with regard to the position of the Company, the Customer and other clients; (c) The occurrence Shut down the Platform in case of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan.malfunction for maintenance or to avoid damage; (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement.Cancel any Customer’s Orders; (e) The Contractor may instruct an alternative supplier Refuse to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority.accept Customer’s Orders; (f) The Affected Party shall notify Dormant Customers Trading Accounts; (g) Increase Margin requirements without notice; (h) Close out any or all of the other party Open Positions at such prices as the Company considers in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party good faith to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Eventappropriate; (i) Increase spreads or decrease leverage.

Force Majeure Events. (a) Subject As used in this Agreement, the term "Force Majeure" means declared or undeclared war, sabotage, riot or acts of civil disobedience, acts or omissions of governmental agencies, accidents, fires, explosions, floods, earthquakes, or other acts of God, shortages of materials, or any other event not within the control of the parties and not caused by the negligence or intentional wrongful conduct of the parties. If OPERATOR or CITY is unable by reason of Force Majeure to Clauses 7.1 and 8.2(c)carry out any obligation under this Agreement, neither party such obligation shall be liable suspended only so far as it is physically affected by such Force Majeure. The party unable to perform shall give the other party for prompt notice of such Force Majeure with a detailed explanation and the probable extent to which it will be unable to perform or be delayed in performing such obligation. The party unable to perform shall use all possible diligence to remove such Force Majeure as quickly as possible. The requirement that any delay Force Majeure shall be removed with all possible diligence shall not require the settlement by the party unable to perform because of strikes, lockouts or non-performance other labor disputes or the meeting of its obligations any claims of or demands by any supplier or government entity which reasonably may be harmful to the best interests of the CITY or OPERATOR. Costs incurred as a result of a Force Majeure shall be reimbursed by the CITY, if the expenditure was approved in advance by the CITY, which approval will not be unreasonably withheld. If as a result of the occurrence of a Force Majeure, the responsibilities of OPERATOR under this Agreement arising directly from any of are substantially changed, then the following cause or causes beyond its reasonable control which are unable reasonably parties shall meet and discuss in good faith appropriate modifications to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject No fault if failure due to Clauses 7.1 and 8.2(c), neither party shall an Force Majeure Event 19.1 Neither Party will be liable to the other party for any delay or non-performance of failure to perform its obligations under this Agreement arising directly from any of Contract where the following cause or causes beyond its reasonable control which are unable reasonably failure is due to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided . 19.2 It is specifically understood that none of the Affected Partyfollowing conditions shall constitute a Force Majeure Event: (ia) promptly notifies reasonably foreseeable weather conditions including high ambient temperatures and rain; (b) the failure of any Subcontractor to furnish labour, services, materials or equipment on the dates agreed to unless such failure is itself due to a Force Majeure Event; (c) general economic conditions and exchange rate fluctuations; (d) the financial condition of the Contractor or any Subcontractor; (e) the financial condition of Pan Pac; and (f) any matter, thing or circumstance that the Contractor takes risk in pursuant to this Contract. 19.3 A Party who wishes to claim suspension of its obligations due to Force Majeure Event must notify the other party in writing Party as soon as reasonably possible. The notice must state: (a) the nature of the cause circumstances giving rise to the Force Majeure Event; (b) the extent of the delay or non- performance, that Party's inability to perform under this Contract; (c) the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or that non-performance; and (iid) takes all what steps in accordance with Good Industry Practice are being taken to overcome or minimise the effect impact of the delay or non-performance Force Majeure Event on the other partyWorks. (b) The performance of 19.4 If Pan Pac, acting reasonably, requires the Affected Party's obligations, Works to be supplied during the extent period affected by the a Force Majeure Event, shall be suspended during the period that the Force Majeure Event persiststhen despite clause 19.5, Pan Pac may terminate this Contract immediately by giving notice. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. A Force Majeure shall include, without limitation, the following: a. war, hostilities, or warlike operations (a) Subject to Clauses 7.1 and 8.2(cwhether a state of war be declared or not), neither invasion, act of foreign enemy, and civil war; b. strike, sabotage, lockout, embargo, import restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague; c. earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves, or other natural or physical disaster; 16.2.1 If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event. 16.2.2 The party who has given such notice shall be liable excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the other extent that such party’s performance is prevented, hindered, or delayed. The time for achieving Final Acceptance shall be extended. 16.2.3 The party for any or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect of the event of Force Majeure upon its or their performance of the Contract and to fulfill its or their obligations under the Contract, but without prejudice to either party’s right to terminate the Contract under Clause 16. 16.2.4 No delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes by either party (to this Contract caused by the Affected Party) to be unable to comply with all or a material part occurrence of its obligations under this Agreement (a any event of Force Majeure Event), provided that the Affected Partyshall: (ia) promptly notifies the other party in writing constitute a default or breach of the cause of the delay Contract; (b) give rise to any claim for damages or non- performance, the likely duration of additional cost or expense occasioned by the delay or non-performance, evidence of its effect on its obligations if, and details of to the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the extent that, such delay or non-performance on is caused by the other partyoccurrence of an event of Force Majeure. (b) The 16.2.5 If the performance of the Affected Party's obligationsContract is substantially prevented, hindered, or delayed for a single period of more than sixty (60) days on account of one or more events of Force Majeure during the time period covered by the Contract, the parties will attempt to develop a mutually satisfactory solution, failing which, either party may terminate the Contract by giving a notice to the extent affected by other. 16.2.6 In the Force Majeure Eventevent of termination pursuant to Clause 16, the rights and obligations of the Purchaser and the Supplier shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees as specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreementclause titled Termination. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. If the Commencement Date or the progress of the Project is delayed by: (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable Westfield not having received within a reasonable time any necessary consent from Owner or Owner's Representative (subject to the request for such consent having been delivered in a timely manner); (b) delay by an Authority (unless such delay should have been reasonably foreseeable by Westfield) in giving any necessary approval in respect of any properly prepared application made by Westfield in a timely manner; (c) inclement weather or conditions resulting from inclement weather; (d) the commencement of litigation by any one or more adjacent owners or neighboring owners or occupiers against Westfield by any one or more adjacent or neighboring owners or occupiers other party for any delay or non-performance of its obligations under this Agreement than litigation arising directly from any willful misconduct or negligent or fraudulent act of Westfield; (e) Westfield not being given right of access to the Development Site by Owner sufficient for the purposes of this Agreement; (f) Westfield suspending construction of the following cause Project pursuant to the provisions of this Agreement; (g) the progress of the Project being affected by any civil commotion, combination of workmen strike or causes beyond its reasonable control lockout; (h) any event which are unable reasonably gives rise to be planned for a claim under the Contractor's All Risk Insurance Policy referred to in Section 15.1 hereof other than a claim arising from any willful misconduct or avoided: negligent or fraudulent act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party:Westfield; (i) promptly notifies any default or omission of Owner or Owner Representative under this Agreement or any willful act of Owner or Owner's Representative (other than an act which such party is entitled to take hereunder) which delays the other party in writing progress of the cause Project; or (j) any other act, matter or event which is not within the control of the delay Westfield or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performanceAffiliates; and , as a result of any such event or occurrence (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the a "Force Majeure Event"), Westfield expects that a delay will occur in the achievement of Substantial Stage Completion of any Stage of the Project or Substantial Project Completion, then, subject to Section 7.3, Westfield shall be suspended during granted such extensions of the period that Date for Substantial Project Completion or the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) respective Dates for Substantial Stage Completion with respect to those Services affected by the Force Majeure Event for the duration applicable Stage(s) as shall under all of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreementcircumstances be reasonable. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. Subject to the limitations contained in, and upon Design/Builder’s fulfillment of all applicable requirements of, this Section 14, the Alamo RMA shall issue Change Orders (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party compensate Design/Builder for any delay or non-performance of its obligations under this Agreement additional costs incurred arising directly from Force Majeure Events (excluding Acceleration Costs or delay and disruption damages other than for any of the following cause or causes beyond its reasonable control Force Majeure Events which are unable reasonably to be planned for or avoided: act included in the definition of GodAlamo RMA-Caused Delay), act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party and (the Affected Partyb) to be unable to comply with all or a material part extend the applicable Completion Deadline(s) and/or Acceptance Deadline(s) as the result of its obligations under this Agreement (any delay in the Critical Path directly caused by a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected that it is not possible to work around the problem. 14.10.1 Notwithstanding the foregoing, Design/Builder shall be fully responsible for, and thus shall not receive a Change Order with respect to, any delays of up to 120 Days per location or an aggregate amount of 360 days for all such delays, resulting from the need to work around locations impacted by the type of event described in clause (c) of the definition of “Force Majeure Event” (that is, the discovery of previously unknown archeological, paleontological or cultural resources on the Site). The Alamo RMA shall not be responsible for any Acceleration Costs or other costs attributable to any delays relating to such event or situation, other than any Acceleration Costs and other incremental costs directly attributable to the portion of the type of delay described above in excess of 120 Days per location or in excess of an aggregate amount of 360 days for all such delays; provided that, Design/Builder shall be suspended during entitled to a Change Order only for delays to the Critical Path after expiration of such 120 day work-around period. If a delay resulting from the need to work around a previously unknown archeological, paleontological or cultural resource is concurrent with another delay which is Design/Builder’s responsibility hereunder, then such delay shall be borne 100% by Design/Builder and shall not be counted towards the 360-day aggregate cap. If a delay resulting from the need to work around a previously unknown archeological, paleontological or cultural resource is concurrent with another delay resulting from the need to work around another previously unknown archeological, paleontological or cultural resource, only one of the delays shall be applied to the 120-day period of Design/Builder’s responsibility or the 360-day aggregate cap. The foregoing shall not be deemed to preclude Design/Builder from obtaining a Change Order with respect to any requirement that it perform mitigation measures relating to any such resources or materials which are not otherwise its responsibility under the terms of the Contract Documents. 14.10.2 Design/Builder shall be fully responsible for, and thus shall not receive a Change Order with respect to, any delays of up to 45 Days per feature or an aggregate amount of 135 days for all such delays, resulting from the need to cooperate and coordinate with the Alamo RMA and to work around locations impacted by the type of event described in clause (i) of the definition of “Force Majeure Event persists. Event” (c) The occurrence that is, imposition of temporary no-work restrictions resulting from the discovery within the Site of any Force Majeure Event karst features requiring investigation under Technical Provision 9). The Alamo RMA shall not relieve be responsible for any Acceleration Costs or other costs attributable to any delays relating to such event or situation, other than any Acceleration Costs and other incremental costs directly attributable to the Subcontractor portion of its obligations under the Business Continuity Plan. type of delay described above in excess of 45 Days per location or in excess of an aggregate amount of 135 Days for all such delays; provided that, Design/Builder shall be entitled to a Change Order only for delays to the Critical Path after expiration of such 45 day work-around period. If a delay resulting from the need to work around a previously unknown karst feature is concurrent with another delay which is Design/Builder’s responsibility hereunder, then such delay shall be borne 100% by Design/Builder and shall not be counted towards the 135-day aggregate cap. If a delay resulting from the need to work around a previously unknown karst feature is concurrent with another delay resulting from the need to work around another previously unknown karst feature, only one of the delays shall be applied to the 45-day period of Design/Builder’s responsibility or the 135-day aggregate cap. The foregoing shall not be deemed to preclude Design/Builder from obtaining a Change Order entitling Design/Builder to additional compensation and/or an extension of time for any event described in clause (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity definition of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the “Force Majeure Event” (that is, the discovery of any species listed as threatened or endangered under the federal or state endangered species act or similar Law), which shall be deemed to have occurred at the time of discovery of such species.

Force Majeure Events. (a) Subject As used in this Agreement, the term "Force Majeure" means declared or undeclared war, sabotage, riot or acts of civil disobedience, acts or omissions of governmental agencies, accidents, fires, explosions, floods, earthquakes, or other acts of God, shortages of materials, or any other event not within the control of OPERATOR and not caused by the negligence or intentional wrongful conduct of OPERATOR or CITY. If OPERATOR or CITY is unable by reason of Force Majeure to Clauses 7.1 and 8.2(c)carry out any obligation under this Agreement, neither party such obligation shall be liable suspended only so far as it is physically affected by such Force Majeure. The party unable to perform shall give the other party for prompt notice of such Force Majeure with a detailed explanation and the probable extent to which it will be unable to perform or be delayed in performing such obligation. The party unable to perform shall use all possible diligence to remove such Force Majeure as quickly as possible. The requirement that any delay Force Majeure shall be removed with all possible diligence shall not require the settlement by the party unable to perform because of strikes, lockouts or non-performance other labor disputes or the meeting of its obligations any claims of or demands by any supplier or government entity which reasonably may be harmful to the best interests of the CITY or OPERATOR. Costs incurred as a result of a Force Majeure shall be reimbursed by the CITY, if the expenditure was approved in advance by the Director, which approval will not be unreasonably withheld. If as a result of the occurrence of a Force Majeure, the responsibilities of OPERATOR under this Agreement arising directly from any of are substantially changed, then the following cause or causes beyond its reasonable control which are unable reasonably parties shall meet and discuss in good faith appropriate modifications to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that including the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other partyCombined Management Fee. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject If a Force Majeure Event is the material contributing cause of a Party’s failure to Clauses 7.1 and 8.2(c)perform any of its obligations hereunder, neither party shall be liable such obligations, after notification by such Party to the other party Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof: (i) Investors shall continue to pay for any delay such Services that Provider is unable to perform due to such Force Majeure Event, (ii) Provider shall, without any additional payment (other than the Annual Service Fees otherwise due Provider for such Services), engage an alternate provider, on an interim basis subject to Section 11.5 (Termination for Force Majeure Events), to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; (iii) Investors shall be entitled to a share of Provider’s resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or nongreater than that of Provider’s similarly-performance situated customers; and (iv) Investors shall have the right to terminate this Agreement in accordance with the terms of Section 11.5 (Termination for Force Majeure Events) hereof . Both Parties shall use commercially reasonable efforts to minimize delays that occur due to a Force Majeure Event. Other than as set forth above, neither Party shall be excused from those obligations not affected by a Force Majeure Event (including disaster recovery services unless also affected by such Force Majeure Event), and if the Force Majeure Event is predominantly caused by either Party’s failure to comply with any of its obligations under this Agreement arising directly or by either Party’s negligence or omission, there shall be no relief from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected that Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its ’s obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) 14.1 Subject to Clauses 7.1 clause 14.2 and 8.2(c)clause 14.3, neither party each Party shall be liable to the other party relieved from liability for any delay or non-non- performance of its obligations under this Agreement arising directly from (other than any of the following cause or causes beyond its reasonable control which are unable reasonably obligation to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Partymake payment) to the extent that it is not able to perform such obligations by reason of a Force Majeure Event. Network Rail shall be unable entitled to comply with a change to the Construction Completion Date and the Liquidated Damages Payment Date to reflect an extension of time properly awarded under any contracts between the Customer and any contractor carrying out the Works in respect of a Force Majeure Event. 14.2 Each Party shall at all or times following the occurrence of a material part Force Majeure Event: (a) take all reasonable steps to prevent and mitigate the consequences of such an event upon the performance of its obligations under this Agreement (a Agreement, resume performance of its obligations affected by the Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations Event as soon as practicable and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes use all steps reasonable endeavours in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party.remedy its failure to perform; and (b) The performance of the Affected Party's obligations, not be relieved from liability under this Agreement to the extent affected by the Force Majeure Eventthat it is not able to perform, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall or have not relieve the Subcontractor of in fact performed, its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required this Agreement due to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable any failure to comply with its obligations under clause 14.2(a). 14.3 On the occurrence of a Force Majeure Event, the affected Party shall serve notice on the other Party as soon as reasonably practicable and in any event within ten (10) Working Days of it becoming aware of the relevant Force Majeure Event. The affected Party shall notify the other Party as soon as practicable once the performance of its affected obligations can be resumed 7 This definition should relate to when the Customer and Network Rail agree that relevant criteria should have been satisfied to prevent the Customer incurring losses. It is anticipated that in normal circumstances this Agreementwill be the Construction Completion Date, but this may not always be the case. Following that notification, this Agreement shall (performance to continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event).

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party Neither Party shall be responsible or liable to the other party for or deemed in breach hereof because of any delay or non-failure in the performance of its obligations hereunder (except for obligations to pay money due prior to occurrence of Force Majeure events under this Agreement arising directly from Agreement) or failure to meet milestone dates due to any event or circumstance (a "Force Majeure Event") beyond the reasonable control of the Party experiencing such delay or failure, including the occurrence of any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act following: i) acts of God; ii) typhoons, floods, lightning, cyclone, hurricane, drought, famine, epidemic, plague or other natural calamities; iii) acts of war (whether declared or undeclared), invasion or civil unrest; iv) any requirement, action or omission to act pursuant to any judgment or order of terrorismany court or judicial authority in India (provided such requirement, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot action or sabotage, in each case, which directly causes either party (omission to act is not due to the Affected Party) to be unable to comply with all breach by the Power Producer or a material part GUVNL of its any Law or any of their respective obligations under this Agreement); v) inability despite complying with all legal requirements to obtain, renew or maintain required licenses or Legal Approvals; vi) earthquakes, explosions, accidents, landslides; fire; vii) expropriation and/or compulsory acquisition of the Project in whole or in part by Government Instrumentality; viii) chemical or radioactive contamination or ionizing radiation; or ix) damage to or breakdown of transmission facilities of GETCO / DISCOMs; x) Exceptionally adverse weather conditions which are in excess of the statistical measure of the last hundred (100) years. xi) non-fulfillment of obligations under Land Lease Agreement (and Implementation & Support Agreement attributable to GSECL leading to delay in commissioning of the project. xii) The delay in grant of connectivity/LTA, if applicable, by the CTU / STU and/or delay in readiness of the ISTS / InSTS substation at the Delivery Point, including readiness of the power evacuation and transmission infrastructure of the ISTS / InSTS network, will be considered as a Force Majeure Event), provided that factor attributable to the Affected Party:CTU / STU / transmission licensee and beyond the control of the Parties subject to the following; (ia) promptly notifies The ISTS / InSTS sub-station at the other party in writing Delivery Point and the power evacuation and transmission infrastructure of the cause ISTS / InSTS network, with which the Project Developer applies for connectivity, shall be scheduled for completion on or before the SCOD of the delay or non- performance, concerned Project so as to match the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other partytwo timelines. (b) The performance Subject to adherence to above, subsequent to grant of connectivity, in case there is a delay in grant / operationalization of connectivity / LTA by CTU / STU and/or there is a delay in readiness of the Affected Party's obligationsISTS / InSTS sub-station at the delivery point, to including readiness of the extent affected by power evacuation & transmission infrastructure of the Force Majeure Event, shall be suspended during ISTS / InSTS network until SCOD of the period that the Force Majeure Event persists.project and it is established that; (c) The occurrence Power Producer has complied with the complete application formalities as per the connectivity procedure(s) and the ISTS / InSTS sub-station at the delivery point at the power evacuation and transmission infrastructure of any Force Majeure Event shall not relieve the Subcontractor ISTS / InSTS Network with which the Power Producer had applied for connectivity, was scheduled for completion on or before the SCOD of its obligations under the Business Continuity Plan.project and; (d) If a Force Majeure Event occurs and The Power Producer has adhered to the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified applicable procedure in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected this regard as notified by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement.CERC / GERC / CTU / STU and; (e) The Contractor may instruct an alternative supplier to provide the services affected delay in grant of connectivity / LTA by the Force Majeure Event to ensure continuity of service CTU / STU and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party / or ▇▇▇▇▇ in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence readiness of the Force Majeure Event.ISTS / InSTS sub-station at the delivery point, including readiness of the power evacuation and transmission infrastructure of the ISTS / InSTS Network, is a factor solely attributable to CTU / STU / transmission licensee and is beyond the control of the Parties;

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party The term "Force Majeure Event" shall be liable to the other party for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act mean acts of God, act pandemics, strikes, lockouts, or other industrial disturbances, acts of the public enemy, wars, terrorism, warblockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, storms, floods, washouts, arrests and restraints of governments and peoples, civil wardisturbances, armed conflictexplosions, firebreakage or accident to machinery or lines of pipe, earthquakethe necessity for maintenance of or making repairs or alterations to machinery or lines of pipe, floodfreezing of ▇▇▇▇▇ or lines of pipe, embargopartial or entire failure of ▇▇▇▇▇, riot curtailment or sabotageinterruption of firm transportation, in each case, the decision of a governmental authority having jurisdiction over the Parties which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations explicitly prohibits performance under this Agreement (a such that continued performance is rendered illegal), any declaration of force majeure by upstream pipelines, and any other causes, whether of the kind herein enumerated or otherwise, not within the control of the Party claiming suspension and which by the exercise of reasonable diligence such Party is unable to prevent or overcome. Force Majeure Event), provided that the Affected Party: shall not include: (ia) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performanceeconomic hardship; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance any labor strike, labor dispute, work stoppage, boycotts, walkouts, and other labor difficulties or shortages resulting therefrom, except for nationwide strikes meeting all of the Affected Party's obligationsrequirements specified in the definition of Force Majeure; (c) the inability to obtain labor, equipment or other materials or supplies to perform under this Agreement; (d) changes in market conditions; (e) failure to timely apply for permits or approvals; (f) any act or event to the extent affected by resulting from the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence fault or negligence of any person claiming Force Majeure Event shall not relieve Majeure; or (g) the Subcontractor financial inability of any person to perform its obligations under the Business Continuity Plan. (d) If Agreement. The loss, interruption, curtailment or other unavailability of interruptible transportation is also specifically excluded as a Force Majeure Event occurs unless the same event also curtails all firm transportation on the affected pipeline segment. Changes in the price or marketability of oil and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurrednatural gas or availability of other gas supply, the Contractor LNG, propane, or other peak shaving services, shall not be required deemed to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the constitute Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this AgreementEvents hereunder. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Excuse. Subject to Clauses 7.1 Article 8.2 below, and 8.2(c)except as expressly set forth herein, neither party Party shall be liable to the other party considered in default under this Agreement for any delay or non-failure in its performance under this Agreement (including any obligation to deliver or accept Output) if such delay or failure is due to a Force Majeure Event, but only to the extent that: (i) Such Force Majeure Event is not attributable to fault or negligence or action or inaction on the part of that Party; (ii) Such Force Majeure Event is caused by factors beyond that Party’s reasonable control; and (iii) Despite taking all reasonable technical and commercial precautions and measures to prevent, avoid, mitigate or overcome such event and the consequences thereof, the Party affected has been unable to prevent, avoid, mitigate or overcome such event or consequences. b) “Force Majeure Event” may include, subject to this Article: (i) acts of Nature such as storms, floods, lightning and earthquakes; (ii) sabotage or destruction by a third party of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement arising directly from any of the following cause Agreement; (iii) Utility Transmission System outage or causes beyond its reasonable control which are unable reasonably to be planned for failure not caused by Seller or avoided: act of God, act of terrorism, Seller activities; (iv) war, riot, acts of a public enemy or other civil wardisturbance; (v) strike, armed conflictwalkout, firelockout or other significant labor dispute; and (vi) theft, earthquakevandalism, floodaccidents, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Partyconstruction related power interruptions and mechanical moves. c) to be unable to comply with all or a material part of its obligations under this Agreement (a Exclusion. “Force Majeure Event), provided that ” does not include the Affected Partyfollowing: (i) promptly notifies the other party in writing economic hardship of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes either Party except pursuant to take to mitigate the effect of the delay or non-performance; and8.1(d); (ii) takes all steps an Outage, except if caused directly by an event or circumstance that meets the requirements set forth in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party.this Article 8.1; (biii) The performance failure or delay in the granting of the Affected Party's obligations, to the extent affected Permits; (iv) failures or delays by the Local Electric Utility or the ISO in entering into, or performing under, all agreements with Seller contemplated by this Agreement; (v) curtailment or interruption of transmission services, other than by the ISO where the ISO declares a “Force Majeure” under the ISO Tariff; or (vi) insufficiency, unavailability, failure, or diminishment of solar resource, except as a result of an event that would otherwise qualify as a Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If Notwithstanding anything to the contrary, a Force Majeure Event occurs event shall include a "budget non-appropriation event" in which the Buyer’s appropriation for any year covered in this Agreement does not appropriate funds for the procurement of any utility services for Buyer. During the continuation of a budget non-appropriation event as defined above, if the Buyer does not otherwise have other funds available to make payments otherwise due on this Agreement, the Buyer shall not be obligated to pay for (and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor Seller shall not be required to paydeliver) any services provided under this Agreement until the budget non- appropriation event has terminated. ▇▇▇▇▇ agrees that it shall use its best efforts to seek appropriation for utility services during the term of this Agreement. If a budget non-appropriation event continues for more than 180 days, and the Subcontractor shall Seller (but not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (ChargesBuyer) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with may terminate this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. If a Force Majeure Event is the material contributing cause of a Party’s failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed. However, if a Force Majeure Event at a Vendor facility from which Vendor is performing Services results in Vendor being unable to perform during any period of time some or all of the Services in accordance with the terms hereof, and Vendor is unable to perform such Services within the recovery period set forth in the applicable Schedule (or if no period is defined, within seventy-two (72) hours) or procure substitute services on an expedited basis, the Client: (a) Subject shall not be required to Clauses 7.1 and 8.2(c), neither party pay for any such unperformed Services; or (b) shall be liable entitled, without the payment of the fees described in Section 14.2, to engage an alternate provider, on an interim basis, to perform the affected Services that Vendor is unable to perform as a result of the Force Majeure Event at Vendor’s facility, until such time as Vendor is able again to perform the Services in accordance with the terms hereof, and shall be entitled during such interim period to reimbursement from Vendor (with such reimbursement not to cover any period to the other party extent in excess of ninety (90) days) for any delay or non-performance the costs and expenses of its obligations under this Agreement arising directly such provision of services from any of an alternate provider to the following cause or causes beyond its extent said costs and expenses exceed the amount that the Client would have paid Vendor hereunder for such Services. Both Parties shall use commercially reasonable control which are unable reasonably efforts to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) minimize delays and mitigate adverse circumstances that occur due to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event). Notwithstanding the foregoing, provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any a Force Majeure Event shall not relieve the Subcontractor of or excuse Vendor from its obligations under hereunder: (i) in the Business Continuity Plan. (d) If a event that such obligations are not directly affected by such Force Majeure Event occurs and Event; (ii) in the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurredevent that Vendor’s failure to perform its obligations could have been prevented through the use of alternate sources, workaround plans, or other means; or (iii) to the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by extent that the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis is caused by Vendor’s or its Subcontractors’ failure to perform their Disaster Recovery Plan obligations in accordance with this Agreement. (e) The Contractor , and Client may instruct an alternative supplier seek all remedies available to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations it under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Eventfor such Vendor failure.

Force Majeure Events. (a) Subject ‌ If a Force Majeure Event is the material contributing cause of a Party’s failure to Clauses 7.1 and 8.2(c)perform any of its obligations hereunder, neither party shall be liable such obligations, after notification by such Party to the other party Party, shall be deemed suspended to the extent such obligations are affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for any delay or non-performance of its obligations under this Agreement arising directly from any of overcoming the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of Godeffects thereof has passed, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (except that if a Force Majeure Event)Event results in Vendor being unable to perform during any period of time some or all of the Services in accordance with the terms hereof, provided that the Affected Party: Commonwealth: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes shall not be required to take to mitigate the effect of the delay or non-performancepay for any such unperformed Services; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise shall be entitled, without the effect payment of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligationsfees described in Section 14.2, to engage an alternate provider, on an interim basis, to perform the extent affected by Services that Vendor is unable to perform as a result of the Force Majeure Event, until such time as Vendor is able again to perform the Services in accordance with the terms hereof, and shall be suspended entitled during such interim period to reimbursement from Vendor (with such reimbursement not to cover any period to the period extent in excess of ninety (90) days) for the costs and expenses of such provision of Services to the extent that said costs and expenses exceed the amount that the Commonwealth would have paid Vendor hereunder for such Services; provided that such reimbursement shall be capped at twenty-five percent (25%) of the amount the Commonwealth would have paid Vendor hereunder for such Services; (iii) shall be entitled to a share of Vendor’s resources devoted to returning Vendor to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Vendor allocates to other of its customers with whom it has agreements that are similar to this Agreement; and (iv) shall have the right to terminate this Agreement in accordance with the terms of Section 14.6. Both Parties shall use commercially reasonable efforts to minimize delays and mitigate adverse circumstances that occur due to a Force Majeure Event persists. (c) The occurrence of any Event. Notwithstanding the foregoing, a Force Majeure Event shall not relieve the Subcontractor of or excuse Vendor from its obligations under hereunder: (a) in the Business Continuity Plan. (d) If a event that such obligations are not directly affected by such Force Majeure Event occurs Event; (b) in the event that Vendor’s failure to perform its obligations could have been prevented by testing that could have reasonably foreseen such failure, reasonable work-around, other exercise of reasonable diligence or the use of technology common and prevalent in the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, industry; or (c) to the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by extent that the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis is caused by Vendor’s or its Subcontractors’ failure to perform their Disaster Recovery Plan obligations in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject 14.15.1 In the event either Party’s failure to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay or non-performance of perform in accordance with its obligations under this Agreement arising directly from any the Contract arises solely out of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event)Event that is both out of the control of such Party and without the fault or negligence of such Party, the time for performance under the Contract may be extended as provided that in this Article 14.15. 14.15.2 No failure to perform described in Article 14.15.1 shall be considered a breach or default under the Affected Party: Contract if the affected Party (i) promptly notifies within ten days after the other party in writing of the cause date it became aware of the delay or non- performancethe date by which it should reasonably have become aware of the delay, whichever is earlier, or (ii) within such longer period as Owner shall grant, in writing, notify the likely duration other Party, in writing, of the causes of the delay or nonand diligently takes effective measures by all available means to re-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps start performance fully in accordance with Good Industry Practice to overcome or minimise the effect Contract. 14.15.3 Apart from extension of the delay or non-performance on Contract Time, Contractor shall not be entitled to a Change Order for additional payment for damages occasioned by way of the other partycauses specified in Article 14.15.1. (b) 14.15.4 The Parties recognize it is imperative that the Work proceed uninterrupted and shall endeavor to prevent, and shall diligently take all reasonable steps to re-start performance fully in accordance with the Contract. Contractor shall endeavor to cure any work stoppage or strike of Contractor's employees caused by any labor disputes, including jurisdictional disputes arising out of the Affected Party's obligations, assignment of any of the Work. Contractor shall cause parallel provisions to be inserted in all Subcontracts at any tier. If Contractor’s failure to perform extends for more than 30 days from the extent affected by start of the Force Majeure Event, Owner may, at its discretion, terminate the Contract without liability at any time after such 30 days. In the event of such early termination, if requested by Owner, Contractor shall transfer title and deliver to Owner in the manner directed by Owner, any completed or partially completed deliverables or other work products Contractor has produced or acquired specifically for performance of the Work under the Contract. 14.15.5 The Parties agree that no time extension shall be suspended during granted for time lost due to normal seasonal weather conditions. In order to qualify for consideration for a time extension due to adverse weather conditions, the period Parties must show that the Force Majeure Event persistsweather conditions during a given quarterly period (summer, fall, winter, spring) were more severe than the most severe year of the previous five years for the geographic area at issue. In addition, Contractor must show that these weather conditions critically impacted a deadline for Fleet Acceptance in Article 4 of the Signature Document by delaying the performance of Work. If abnormal weather losses, as described in this Article 14.15.5, can be shown, a non- compensable time extension shall be granted the affected Party for that portion of the proven weather-related delays which exceeded the normal weather losses which should have been anticipated for the quarterly period in question, but no Claim for additional payment shall be filed by Contractor and no payment or allowance of any kind shall be made to Contractor as compensation for damages occasioned by way of any such abnormal weather. (c) The occurrence 14.15.6 Defaults or delays in performance of any Force Majeure Event the Work by Contractor which are caused by Subcontractors shall not relieve the Subcontractor Contractor of its obligations under obligations, except to the Business Continuity Plan. (d) If extent that the relevant Subcontractor is itself subject to a Force Majeure Event occurs covered hereunder and Contractor cannot reasonably circumvent the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration effect of the period commencing on Subcontractors default or delay in performance through the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreementuse of alternate sources, work-around plans or other means. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject Except as expressly provided in this Agreement, if a Force Majeure Event is the material cause of a Party’s failure to Clauses 7.1 and 8.2(c)perform any of its obligations hereunder, neither party shall be liable such obligations, after notification by such Party to the other party Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Contractor being unable to perform during any period any or all of the Services in accordance with the terms hereof, the County shall: (i) not be required to pay for any delay such Services that Contractor is unable to perform; (ii) be entitled, without the payment of the fees described in Section 17.2.1, to engage an alternate provider, on an interim basis, to perform the Services that Contractor is unable to perform as a result of such Force Majeure Event; (iii) be entitled to a share of Contractor’s resources devoted to returning Contractor to full performance of all Services hereunder, that is equal to or non-performance greater than the share of such resources that Contractor allocates to other of its customers with whom it has agreements that are similar to this Agreement; and (iv) have the right to terminate this Agreement in accordance with the terms of Section 17.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Contractor shall in no event be excused from those obligations not directly affected by a Force Majeure Event, and if the Force Majeure Event is caused by Contractor’s failure to comply with any of its obligations under this Agreement arising directly or by Contractor’s negligence or omission, there shall be no relief from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notificationIn addition, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence notwithstanding any of the above, Contractor shall be obligated to provide the disaster recovery services as set forth in Schedule 4.3 at all times without regard to any Force Majeure Event.

Force Majeure Events. (a) Subject In the case of an occurrence of a Force Majeure Event and subject to Clauses 7.1 and 8.2(cSub-clause 13.3(d), neither party both Parties shall be liable relieved of their respective obligations under this Contract affected by a Force Majeure Event and neither Party shall be entitled to bring a claim for a breach of obligations under this Contract by the other Party or incur any liability to the other party Party for any delay losses or non-performance of its obligations under this Agreement arising directly from any of damages incurred by that other Party to the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (extent that a Force Majeure Event occurs and it is prevented from carrying out obligations by that Force Majeure Event). (b) As soon as practicable and in any event by no later than [ ] Working Days of the date of commencement of the Force Majeure Event, provided that the Party affected thereby (the “Affected Party: (i”) promptly notifies shall provide written notice to the other party in writing Party. Such notification shall provide details of the cause Force Majeure Event, including the date of the delay or non- performance, the likely duration commencement of the delay or non-performanceForce Majeure Event, evidence of its effect on its the obligations of the Affected Party and details of the action it proposes actions proposed to take mitigate its effect. (c) As soon as practicable following the other Party’s receipt of the notification referred to in Sub-clause 13.3(b), the Parties shall consult with each other [and the Lead Authority] in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effect effects of the delay Force Majeure Event and facilitate the continued performance of this Contract. (d) If no such terms are agreed on or nonbefore the date falling [130] days after the date of the commencement of the Force Majeure Event and such Force Majeure Event is continuing or its consequence remains such that the Affected Party is unable to comply with its obligations under this Contract for a period of more than [190] days [calculated from the date of the commencement of the Force Majeure Event], then, subject to Sub-performanceclause 13.3(f), either Party may terminate this Contract by giving at least [40] days’ written notice to the other Party. (e) In the event of such a termination the rights and obligations of the Parties shall be the same as if this Contract had been terminated by the Purchaser under Clause 41 except that the calculation referred to in Sub-clause 41.3 shall be the aggregate of the following: (i) the amount of the Contract Price; (ii) the net amount to be added to or deducted from this Contract Price by virtue of additions thereto or deductions therefrom which have accrued in accordance with this Contract prior to the Contractor’s receipt of the Termination Order; (iii) a reasonable pro-rata amount for any Works for which a milestone has not become due under Schedule 8 (Terms of payment); (iv) a reasonable amount for Works carried out by the Contractor on Project Manager’s instructions under Sub-clause 42.2 and the net amount of the Costs and damages reasonably and properly incurred by the Contractor as a direct consequence of termination; (v) the total amount already paid by the Purchaser to the Contractor under this Contract; and (iivi) takes the balance due to the Contractor, or to the Purchaser, as the case may be. The amount to be certified under Sub-clause 13.3(e)(vi) shall be the amount of Sub-clause 13.3(e)(i) plus or minus, as the case may require, the amount of Sub-clause 13.3(e)(ii) plus the amount of Sub-clause 13.3(e)(iii) plus the amount of Sub-clause 13.3(e)(iv) and minus the amount of Sub-clause 13.3(e)(v). Should the resultant amount under Sub-clause 13.3(e)(vi) be a negative amount it shall constitute a balance payable to the Purchaser. Otherwise it shall constitute a balance payable to the Contractor. (f) If the Contractor gives notice to the Purchaser under Sub-clause 13.3(d) above that it wishes to terminate this Contract, then the Purchaser has the option either to accept such notice or to respond in writing on or before the date falling [10] Working Days after the date of its receipt stating that it requires this Contract to continue. If the Purchaser gives the Contractor such notice, then the Parties shall liaise to agree the circumstances under which this Contract will continue having regard to the continuing nature of the Principal Contract. (g) The Parties shall at all times following the occurrence of a Force Majeure Event use all reasonable endeavours to prevent and mitigate the effects of any delay and the Contractor shall at all times during which a Force Majeure Event is subsisting take all steps in accordance with Good Industry Practice to overcome or minimise the effect consequences of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (fh) The Affected Party shall notify the other party in writing Party as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this AgreementContract. Following that notification, such notification this Agreement Contract shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event. (i) Nothing under Sub-clause 13.3(a) shall affect any entitlement to make deductions or any deductions made as a result of Schedule 8 (Terms of payment) or Schedule 9 (Liquidated damages for delay). (j) The Contractor shall notify the Purchaser if at any time it receives or becomes aware of any further information relating to the Force Majeure Event, giving details of that information to the extent that such information is new or renders information previously submitted materially inaccurate or misleading.

Force Majeure Events. (a) 19.1 Subject to Clauses 7.1 and 8.2(c)19.2 to 19.6, neither party each Party shall be liable to the other party relieved from liability for any delay or non-performance of its obligations under this Agreement arising directly from (other than any of the following cause or causes beyond its reasonable control which are unable reasonably obligation to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Partymake payment) to be unable the extent that it is not able to comply with perform such obligations by reason of a Force Majeure Event. 19.2 Each Party shall at all or times following the occurrence of a material part Force Majeure Event: (a) take all reasonable steps to prevent and mitigate the consequences of such an event upon the performance of its obligations under this Agreement (a Agreement, resume performance of its obligations affected by the Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations Event as soon as practicable and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes use all steps reasonable endeavours in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party.remedy its failure to perform; and (b) The performance of the Affected Party's obligations, not be relieved from liability under this Agreement to the extent affected by the Force Majeure Eventthat it is not able to perform, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall or has not relieve the Subcontractor of in fact performed, its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required this Agreement due to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable any failure to comply with its obligations under this AgreementClause 19.2(a). 19.3 On the occurrence of a Force Majeure Event, the affected Party shall serve notice on the other Party as soon as reasonably practicable and in any event within ten (10) Working Days of it becoming aware of the relevant Force Majeure Event. Following that notification, this Agreement Such notification shall continue give sufficient details to identify the particular event claimed to be performed a Force Majeure Event and shall contain such relevant information relating to the failure to perform (or delay in performing) as is available, including the date of occurrence of the Force Majeure Event, the effect of the Force Majeure Event on the ability of the affected Party to perform, the action being taken in accordance with Clause 19.2(a) and an estimate of the period of time required to overcome the effects of the Force Majeure Event. The affected Party shall provide the other Party with any further information it receives or becomes aware of which relates to the Force Majeure Event and provide an update on the estimate of the period of time required to overcome its effects. 19.4 The affected Party shall notify the other Party as soon as practicable once the performance of its affected obligations can be resumed (performance to continue on the terms existing immediately prior to the occurrence of the Force Majeure Event). 19.5 As soon as practicable following the notification described in Clause 19.3, the Parties shall use all reasonable endeavours to agree appropriate terms or modifications to the Implementation Programme to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Agreement. 19.6 If no such terms or modifications are agreed on or before the date falling three months after the date of the commencement of the Force Majeure Event and such Force Majeure Event is continuing or its effects remain, then either Party may terminate this Agreement with immediate effect by written notice to the other Party. Upon termination the provisions of Clause 22 shall apply.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to 14.1 If either Party is prevented or delayed in the other party for any delay or non-performance of its obligations under this Agreement arising directly from any of to the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party other by a Force Majeure Event (the “Affected Party”) it shall forthwith give written notice to the other Party specifying the period for which it believes that such prevention or delay shall continue. The Affected Party shall, subject to Clause 14.4, be unable to comply with all or a material part excused from the performance of its obligations to the extent that such non-performance is due to a Force Majeure Event from the date of such notice for the period for which such prevention or delay continues. 14.2 Notwithstanding Clause 14.1, and to the extent the Supplier receives from the owner or operator of any transmission or Distribution System through which natural gas is supplied to the Supply Point monies in respect of loss suffered by the Customer, the Supplier shall account to the Customer for the amount so received. 14.3 If a Force Majeure Event occurs then, as soon as practicable following notice being given under Clause 14.1, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree whatever action is needed to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Agreement Agreement. 14.4 An Affected Party cannot claim relief pursuant to this Clause 14: 14.4.1 if the relevant Force Majeure Event results from any wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event; 14.4.2 if the relevant Force Majeure Event results from a failure or delay by any other person in the performance of that other person's obligations under a contract with the Affected Party (unless that other person is itself prevented from or delayed in complying with its obligations as a result of an event which is equivalent to a Force Majeure Event), provided ; or 14.4.3 to the extent that the Affected Party: Party does not use all reasonable endeavours (iincluding, without limitation, carrying out all of those actions agreed pursuant to Clause 14.3) promptly notifies the other party in writing of the cause of the delay or non- performanceaccordance with Good Industry Practice, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on perform the terms existing immediately prior to relevant obligation notwithstanding the occurrence existence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party Neither Party shall be liable considered to be in default of its obligations under this Agreement when and to the other party extent that performance of such obligations is prevented by any Force Majeure Event affecting the Project which arises after the Effective Date. The burden of proof shall be on the Party claiming to be affected by the Force Majeure Event. If either Party shall rely on the occurrence of a Force Majeure Event as a basis for any delay or non-being excused from the performance of its obligations under this Agreement arising directly from Agreement, then the Party relying on the event or condition shall (i) provide written notice, as promptly as reasonably possible, upon learning of such event and ascertaining that it will delay its performance hereunder (but in any event within ten (10) Business Days after the occurrence of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a such Force Majeure Event), provided that the Affected Party: (i) promptly notifies to the other party in writing Party of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.Event giving an estimation of its expected duration and the probable impact on the performance of its obligations hereunder; (ii) exercise all commercially reasonable efforts to continue to perform its obligations hereunder, and in any event the suspension of performance shall be of no greater scope and of no longer duration than is reasonable in light of the nature and magnitude of such event; (iii) expeditiously take any action within its reasonable control to correct or cure the Force Majeure Event excusing performance; (iv) exercise all commercially reasonable efforts to mitigate the duration of, and the costs arising from, any suspension or delay in its performance, or limit damages to the other Party to the extent such action will not adversely affect its own interests; and (v) provide periodic notices to the other Party with respect to its actions and plans for actions in accordance with (ii), (iii) and (iv) above and promptly notify the other Party in writing of the cessation of the event or condition giving rise to it being excused from performance. Suspension of performance due to a Force Majeure Event and any related remedy shall be permitted only if the affected Party could not have avoided the impacts of the Force Majeure Event by the exercise of due diligence. Damages or injuries to Persons or properties resulting from a Force Majeure Event during the performance of the obligations provided for in this Agreement shall not relieve Operator of the indemnity responsibility described in Article 4. In the event that Operator is prevented from providing all or part of the Services as a result of a Force Majeure Event for a continuous period of thirty (30) days and it is reasonably expected that Operator will not be able to resume full performance of the Services within a further thirty (30) days, Owner shall be entitled to require Operator to reduce the scope of the Services commencing from the date so notified thereof by Owner until such time as Operator can demonstrate to the reasonable satisfaction of Owner that Operator is able to resume full performance of the Services. From the date on which Owner reduces the scope of the Services until the date on which Operator resumes full performance of such Services, the obligation of Owner to pay the Service Fee pursuant to Section 2.1 shall be reduced proportionately to an amount mutually determined in good faith by the Parties to take account of the level of Services that Operator is actually performing. If, within a reasonable time after a Force Majeure Event that has caused Operator to suspend or delay performance of the Services, action to be undertaken has been identified and recommended to Operator, and Operator has failed within five (5) Business Days after receive of written notice thereof from Owner to take such action as Operator could lawfully and reasonably initiate to remove or relieve either the Force Majeure Event or its direct or indirect effects, Owner may, in its sole discretion and after written notice to Operator, initiate such reasonable measures as will be designed to remove or relieve such Force Majeure Event or its direct or indirect effects and thereafter require Operator to resume full or partial performance of the Services. To the extent Operator’s failure to make such measures results in additional expense in addition to the amount Owner would have paid to Operator (whether as part of the original Service Fees, as additional compensation to the extent requested measures required alteration of the scope of Services, or as additional out of pocket expenses incurred by Owner), had Operator taken such measures, such additional expense shall be for Operator’s account. If the Force Majeure Event has not been overcome within sixty (60) days from its inception, Operator or Owner may terminate this Agreement pursuant to Section 3.7(a). CONFIDENTIALITY

Force Majeure Events. (a) Subject to Clauses 7.1 18.1 and 8.2(c19.2(c), neither party shall be liable to the other party for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are and unable reasonably to be planned for or avoided: act of God, God act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot riot, sabotage or sabotage, in each case, strike (other than of its own employees) which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes take all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor Contractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor Contractor has not restored full and uninterrupted Services within 24 hours after it has occurredhours, the Contractor Authority shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified Charges set out in paragraph [⚫] of Schedule 6 11 (ChargesPayment Mechanism) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those full and uninterrupted Services are resumed in full and on an uninterrupted basis in accordance with this Agreementresumed. (e) The Contractor Authority may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor Contractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of the those services to the Contractor Authority and the Authorityeach Authority Related Party. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. If a Force Majeure Event is the material contributing cause of a Party’s failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed, except that if a Force Majeure Event results in Provider being unable to perform during any period of time some or all of the Services in accordance with the terms hereof, Client: (a) Subject shall not be required to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party pay for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performancesuch unperformed Services; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance shall be entitled, without the payment of the Affected Party's obligationsTermination Fees, to engage an alternate provider, on an interim basis, to perform the extent affected by Services that Provider is unable to perform as a result of the Force Majeure Event, shall be suspended during until such time as Provider is able again to perform the period that Services in accordance with the Force Majeure Event persists. terms hereof; (c) The occurrence shall be entitled during such interim period to reimbursement from Provider (with such reimbursement not to cover any period to the extent in excess of any Force Majeure Event shall not relieve ninety (90) days) for the Subcontractor costs and expenses of its obligations under such provision of Services to the Business Continuity Plan. extent that said costs and expenses exceed the amount that Client would have paid Provider hereunder for such Services; and (d) If a Force Majeure Event occurs and shall have the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, right to terminate this Agreement without liability or the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] payment of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis Termination Fees in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.Section

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party 24.1 Neither Party shall be liable entitled to bring a claim for a breach of obligations under this Agreement by the other Party (the "Affected Party") or incur any liability to the other party Affected Party for any delay Loss incurred by the Affected Party to the extent that a Force Majeure Event occurs and the Affected Party is delayed or nonprevented from carrying out obligations by that Force Majeure Event. 24.2 Where the Affected Party is the Contractor, none of the following events and circumstances shall be regarded as a Force Majeure Event that relieves liability under this Clause 24: 24.2.1 an event to the extent it is capable of being mitigated by any of the Services (including any Services provided pursuant to any BC/DR Plan); 24.2.2 a failure by a Sub-performance Contractor to perform any obligation owed to the Contractor unless and to the extent that the failure is directly caused by a Force Majeure Event directly affecting that Sub-Contractor and the Sub-Contractor has failed to take steps to mitigate a Force Majeure Event; 24.2.3 an event or circumstance caused by a Default by the Contractor, a Sub- Contractor or Contractor Personnel; 24.2.4 an event or circumstance attributable to the Contractor's wilful act, neglect or failure to take reasonable precautions against the relevant event; or 24.2.5 an event or circumstance whose effect is such that a prudent provider of services similar to the Services, operating to the standards required by this Agreement and subject to reasonable commercial considerations (taking into account its obligations under this Agreement arising directly from any Agreement), could have foreseen and prevented or avoided the consequences of the following cause such event or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (circumstance. 24.3 If a Force Majeure Event), provided that Event causes the Affected Party: (i) promptly notifies Contractor to allocate limited resources between the other party in writing of the cause of the delay or non- performanceContractor's customers, the likely duration Contractor shall not (and shall ensure that its Affiliates shall not) give any other person priority over the Authority in the allocation of these resources. 24.4 The Parties shall at all times following the delay or non-performance, evidence occurrence of its effect on its obligations a Force Majeure Event use all reasonable endeavours to prevent and details of the action it proposes to take to mitigate the effect effects of any delay and the delay or non-performance; and (ii) takes Contractor shall at all times during which a Force Majeure Event is subsisting take all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence consequences of the Force Majeure Event.

Force Majeure Events. (a) Subject 17.1 No Default by Reason of Force Majeure Event. Performance by either Party hereunder shall not be deemed to Clauses 7.1 be in default where delays or failure to perform are the result of a Force Majeure Event. 17.1.1 It is the purpose and 8.2(c)intent of this provision that in the event of the occurrence of any such delay by reason of a Force Majeure Event, neither party the time or times for performance of the obligations of the Township or Redeveloper shall be liable extended for the period of the delay; provided, however, that such delay is actually caused by or results from the Force Majeure Event. The time for completion of any specified obligation hereunder shall be tolled for a period of time up to but not exceeding the period of delay resulting from the occurrence of a Force Majeure Event, plus a reasonable period of time not to exceed sixty (60) days or such other party period of time which may be agreed to by the Township and the Redeveloper, for any delay Redeveloper to re-mobilize its contractors and agents to complete the Work or affected phase thereof, and Redeveloper’s non-performance of such obligation during any such period of time shall not be deemed a Default by Redeveloper of its obligations under this Agreement arising directly from any Agreement. 17.1.2 To invoke the tolling provisions hereunder the Party invoking the provisions hereof must give notice to the other party of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act occurrence of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: Event within ten (i10) promptly notifies the other party in writing Business Days of the cause commencement of the delay or non- performance, cause. The tolling period shall be calculated from the likely duration date of the delay or non-performancenotice. During any Force Majeure Event that affects only a portion of the Work, evidence of its effect on Redeveloper shall to the maximum extent feasible continue to perform its obligations and details for the balance of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected Work unaffected by the Force Majeure Event, shall be suspended during . The assertions by the period that Redeveloper of the Force Majeure Event persists. (c) The occurrence existence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and for any portion of the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor Work shall not be required to pay, and prevent the Subcontractor shall not be entitled to charge, Township from declaring a Default or the fees specified in paragraph [⚫] occurrence of Schedule 6 (Charges) with respect to those Services affected an Event of Default by the Force Majeure Event for Redeveloper if the duration event that is the basis of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence Default is not a result of the Force Majeure Event.

Force Majeure Events. (a) Subject Failure or delay of either party to Clauses 7.1 and 8.2(c), neither perform under this Agreement shall not subject such party shall be liable to any liability to the other party for any if such failure or delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act is caused by acts of God, act acts of terrorism, war, civil war, armed conflict, fire, earthquakeexplosion, flood, drought, war, riot, sabotage, embargo, riot strikes or sabotageother labor trouble (other than, in the case of ▇▇▇▇▇▇, failure to hire and train, and ensure adequate staffing of to perform Production or Non-Production Services), compliance with any order or regulation of any government entity, or by any extraordinary cause beyond the reasonable control of the affected party, whether or not foreseeable (each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a “Force Majeure Event”), provided that the Affected Party: (i) written notice of such event is promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes given to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. In the case of a force majeure event affecting Production activities by ▇▇▇▇▇▇, the parties shall use commercially reasonable efforts to arrange for the Production of Client Product through subcontracting or other means as appropriate to provide Client Product that conforms to the Production Standards and other requirements of this Agreement. The responsibility for any differential in the cost for such Production shall be mutually agreed upon by the parties. However, if ▇▇▇▇▇▇ is unable to provide a solution for the Production of Client Product reasonably acceptable to Client and begin implementation of that solution within sixty (60) days of the commencement of such force majeure event and complete such solution within a commercially reasonable time, Client may terminate this Agreement or any Purchase Order upon notice to ▇▇▇▇▇▇, or at Client’s option, revise the Forecast accordingly. In the event Client cancels any open Purchase Orders pursuant to the foregoing, ▇▇▇▇▇▇ shall promptly refund to Client all prepayments previously made by Client with respect to such Purchase Order for Production of Lots not reasonably expected to be released by ▇▇▇▇▇▇ within such commercially reasonable time. (b) The performance of In the Affected Party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If event a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by ▇▇▇▇▇▇ that impacts the Force Majeure Event for the duration availability of the HSL Facility or HSL Equipment, the Initial Expiration Date shall be extended for any period commencing on of time during which the date HSL Facility or the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this AgreementHSL Equipment is unavailable for Production of Client Products. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject If at any time prior to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (Completion there occurs a Force Majeure Event and the Construction Agent reasonably determines that such Force Majeure Event will cause Completion to occur later than the thirty (30) months after the Closing Date, then (as referenced in the definition of “Target Construction Period Termination Date”) the aforementioned thirty (30) month period may be extended for up to one hundred eighty (180) additional days as is reasonably necessary to achieve Completion in light of the event or circumstances giving rise to such Force Majeure Event), provided that . The Construction Agent shall deliver to the Affected Party: (i) promptly notifies Agent and the other party Lessor a notice in writing of the cause date to which the originally contemplated Target Construction Period Termination Date (that is, the last day of the delay or non- performanceaforementioned thirty (30) month period) is to be extended, which newly extended date shall constitute the likely duration of the delay or non-performancerevised Target Construction Period Termination Date, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of the Affected Party's obligations, to the extent affected which notice shall contain a certification by the Construction Agent describing the facts and circumstances giving rise to such Force Majeure Event, shall be suspended during the period that the expected duration of such delay resulting in such Force Majeure Event persists. and the date the Construction Agent reasonably believes Completion will be achieved. Notwithstanding the foregoing, if due to the severity of such Force Majeure Event, Completion cannot be achieved within such additional one hundred eighty (c180) The days despite the maximum best efforts of the Construction Agent to perform its obligations pursuant to this Agreement and to the extent the Construction Period Termination Date is not further extended in accordance with Section 5.18 of the Participation Agreement, then Lessor may exercise the remedy rights described in Sections 5.3(c), (d) or (e) as if an Agency Agreement Event of Default shall have occurred; provided, the parties expressly agree that (x) the occurrence of any such Force Majeure Event solely by itself shall not relieve the Subcontractor constitute an Agency Agreement Event of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.Default and

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(cA Force Majeure shall include, without limitation, the following: • war, hostilities, or warlike operations (whether a state of war be declared or not), neither invasion, act of foreign enemy, and civil war; • strike, sabotage, lockout, embargo, import restriction, port congestion, lack of usual means of public transportation and communication, industrial dispute, shipwreck, shortage or restriction of power supply, epidemics, quarantine, and plague; • earthquake, landslide, volcanic activity, fire, flood or inundation, tidal wave, typhoon or cyclone, hurricane, storm, lightning, or other inclement weather condition, nuclear and pressure waves, or other natural or physical disaster; b) If either party is prevented, hindered, or delayed from or in performing any of its obligations under the Contract by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances of the event of Force Majeure within fourteen (14) days after the occurrence of such event. c) The party who has given such notice shall be liable excused from the performance or punctual performance of its obligations under the Contract for so long as the relevant event of Force Majeure continues and to the other extent that such party’s performance is prevented, hindered, or delayed. The time for achieving Final Acceptance shall be extended. d) The party for any or parties affected by the event of Force Majeure shall use reasonable efforts to mitigate the effect of the event of Force Majeure upon its or their performance of the Contract and to fulfil its or their obligations under the Contract, but without prejudice to either party’s right to terminate the Contract under Clause 15. e) No delay or non-performance by either party to this Contract caused by the occurrence of its obligations under this Agreement arising directly from any event of Force Majeure shall: • constitute a default or breach of the following cause Contract; • give rise to any claim for damages or causes beyond its reasonable control which are unable reasonably to be planned for additional cost or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of expense occasioned by the delay or non-performance, evidence of its effect on its obligations if, and details of to the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the extent that, such delay or non-performance on is caused by the other partyoccurrence of an event of Force Majeure. (bf) The If the performance of the Affected Party's obligationsContract is substantially prevented, hindered, or delayed for a single period of more than sixty (60) days on account of one or more events of Force Majeure during the time period covered by the Contract, the parties will attempt to develop a mutually satisfactory solution, failing which, either party may terminate the Contract by giving a notice to the extent affected by other. g) In the event of termination pursuant to Clause 15, the rights and obligations of GSCSCL and the IA shall be as specified in the clause titled Termination. h) Notwithstanding Clause 15.2 (e), Force Majeure Eventshall not apply to any obligation of GSCSCL to make payments to the IA under this Contract. i) For the avoidance of doubt, shall be suspended during the period it is expressly clarified that the Force Majeure Event persists. (c) The failure on the part of the IA under this Agreement or the SLA to implement any disaster contingency planning and back-up and other data safeguards in accordance with the terms of this Agreement or the SLA against natural disaster, fire, sabotage or other similar occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If be deemed to be a Force Majeure Event occurs event. For the avoidance of doubt, it is further clarified that any negligence in performance of Services which directly causes any breach of security like hacking aren’t the forces of nature and hence wouldn’t be qualified under the definition of “Force Majeure”. In so far as applicable to the performance of Services, Implementation Agency will be solely responsible to complete the risk assessment and ensure implementation of adequate security hygiene, best practices, processes and technology to prevent any breach of security and any resulting liability therefrom (wherever applicable). a) GSCSCL or its nominated agencies shall allow the Implementation Agency to review and utilize highly confidential public records and the Subcontractor has not restored full Implementation Agency shall maintain the highest level of secrecy, confidentiality and uninterrupted Services within 24 hours after it has occurredprivacy with regard thereto. b) Additionally, the Contractor Implementation Agency shall not be keep confidential all the details and information with regard to the Project, including systems, facilities, operations, management and maintenance of the systems/facilities. c) GSCSCL shall retain all rights to prevent, stop and if required to paytake the necessary punitive action against the Implementation Agency regarding any forbidden disclosure. d) The Implementation Agency shall execute a corporate non-disclosure agreement with GSCSCL in the format provided by GSCSCL and shall ensure that all its employees, agents and sub-contractors involved in the Subcontractor shall not be entitled to chargeproject execute individual non-disclosure agreements, the fees specified in paragraph [⚫] of Schedule 6 (Charges) which have been duly approved by GSCSCL with respect to those Services affected this Project. e) For the avoidance of doubt, it is expressly clarified that the aforesaid provisions shall not apply to the following information: • information already available in the public domain; • information which has been developed independently by the Force Majeure Event Implementation Agency; • information which has been received from a third party who had the right to disclose the aforesaid information; • Information which has been disclosed to the public pursuant to a court order. f) To the extent the Implementation Agency shares its confidential or proprietary information with GSCSCL for effective performance of the Services, the provisions of the Clause 15. shall apply mutatis mutandis on GSCSCL. g) Notwithstanding anything to the contrary mentioned hereinabove, the IA shall have the right to share the Letter of Intent / work order provided to it by GSCSCL in relation to this Agreement, with it’s prospective purchasers solely for the duration purpose of and with the period commencing on the date the Force Majeure Event occurred intent to evidence and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with support its work experience under this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by the Force Majeure Event to ensure continuity of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

Force Majeure Events. (a) 18.1 Subject to Clauses 7.1 and 8.2(c)the provisions of Article 13.1 relating to implementation procedures of substitution, neither party Party shall be liable to the other party responsible for any delay or non-performance failure to perform any of its contractual obligations under hereunder, if such failure is due to a Force Majeure Event. 18.2 Under this Agreement arising directly from Offtake Supply Agreement, Force Majeure Events shall mean any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (a Force Majeure Event), provided that the Affected Partyevents: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and[***]; (ii) takes all steps in accordance with Good Industry Practice [***]; (iii) [***]; (iv) [***]; (v) [***]; [***] (vi) [***]. 18.3 However, the following events (without limitation) shall not constitute Force Majeure Events under this Offtake Supply Agreement: (i) [***]; (ii) [***]; [***] (iii) [***]. 18.4 The Party claiming to overcome or minimise be affected by a Force Majeure Event shall use its best efforts to mitigate the effect consequences of the delay or non-performance on such event and shall notify the other party. (b) Party as soon as possible after the occurrence of such Force Majeure Event. The performance Parties shall promptly consult each other in order to assess the consequences of the Affected Party's obligations, to the extent affected by the such Force Majeure Event, and the Party affected thereby shall be suspended during attempt in good faith to resume the period that the Force Majeure Event persistsperformance of this Offtake Supply Agreement as soon as is reasonably practicable. (c) The occurrence 18.5 During any delay or failure to perform by the Supplier or any Supplier Affiliate as a result of any Force Majeure Event shall not relieve Event, the Subcontractor relevant Danone Affiliate may (i) purchase substitute Products from other available sources, in which case the quantities under this Offtake Supply Agreement that are required to be purchased by such Danone Affiliate will be reduced by the quantities of its obligations such substitute Products and the Supplier will reimburse such Danone Affiliate for any additional costs to such Danone Affiliate of obtaining the substitute Products compared to the prices set forth in this Offtake Supply Agreement, (ii) cancel any Orders, in which case the quantities under this Offtake Supply Agreement that are required to be purchased by such Danone Affiliate will be reduced by the Business Continuity Planquantity of Products subject to such Orders and/or (iii) have the Supplier provide substitute Products from other available sources in quantities and at times such Danone Affiliate request and at the prices set forth in this Offtake Supply Agreement. (d) 18.6 If the Force Majeure event lasts more than [***] after a Party gives written notice thereof to the other Party and the Parties do not agree otherwise within such time period, the Party that is not subject to such Force Majeure Event occurs and shall have the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required right to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis terminate this Offtake Supply Agreement in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide Article 21. In the services affected by the Force Majeure Event to ensure continuity event of service and the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations a termination under this Agreement. Following that notificationArticle 18.6, this Offtake Supply Agreement shall continue terminate without liability to be performed on the terms existing immediately prior to either Party by reason of the occurrence of the Force Majeure Event.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party 10.4.1. Neither Party shall be liable to the other party for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause failure to perform in whole or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either party (the Affected Party) to be unable to comply with all or a material part of its obligations under this Agreement (caused by a Force Majeure Event)Event (as defined below) which adversely impact the performance of such Party’s obligations regardless of when occurring, provided that the Affected Party: including, but not limited to, (i) promptly notifies restrictions or regulations imposed by the federal or any state government or any subdivision or agency thereof; acts of God; war, preparation for war or the acts or interventions of naval or military executives or other party in writing agencies of the cause government; acts of the delay terrorists; blockade, sabotage, vandalism, malicious mischief, bomb scares, insurrection or non- performancethreats thereof; landslides, the likely duration of the delay hurricanes, earthquakes or non-performanceother natural calamity; collisions, evidence of its effect on its obligations fires, floods, accidents, or casualties, or other causes beyond such Party’s reasonable control; and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice as to overcome Seller, delays of subcontractors or minimise the effect of the delay carriers by land, sea or non-performance on the air; strikes, work stoppages, shortage of labor, lockouts (other party. than Seller instituted lockouts) or other industrial disturbances; shortages or late delivery of supplies (bincluding, without limitation, fuel supplies) The performance of the Affected Party's obligationsor raw materials (including, to the extent affected by the without limitation, steel) (collectively, “Force Majeure EventEvents”). Notwithstanding the foregoing, shall be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any a Force Majeure Event shall not relieve include a Party’s inability to make payments required under this Agreement except to the Subcontractor extent that such Party is unable to access funds that would otherwise be available to it but for a failure or disruption of its obligations under the Business Continuity Plannational or global banking system or the systems of such Party’s bank that is not attributable to any failing of such Party. (d) If a 10.4.2. In the event of any Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurredEvent, the Contractor affected Party shall not be required provide prompt written notice to payother Party of the occurrence of such Force Majeure Event, its effect on such Party’s performance hereunder, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on the date the Force Majeure Event occurred and ending on the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by how long such Party expects the Force Majeure Event to ensure continuity of service and continue, which the Subcontractor shall co-operate with the alternative supplier to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected affected Party shall notify the other party update in writing as soon as practicable after reasonably necessary to keep the other Party informed of the status thereof. The affected Party shall use commercially reasonable efforts to diligently end the failure or delay and ensure the effects of such Force Majeure Event ceases or no longer causes are minimized. The affected Party shall resume the Affected Party to be unable to comply with performance of its obligations under this Agreementas soon as reasonably practicable. 10.4.3. Following In the event of any Force Majeure Event, the Parties agree the date of Delivery or performance shall be extended for a period equal to the time lost by reason of the delay; provided, however, that notification, this Agreement shall continue to be performed on if the terms existing immediately prior to period of delay exceeds 11 10.4.4. In the event that the occurrence of the a Force Majeure EventEvent affects a Party’s performance of its obligations hereunder for more than two hundred forty (240) consecutive days, the other Party may terminate this Agreement thereafter upon [*****] advance written notice. 11.

Force Majeure Events. (a) Subject to Clauses 7.1 and 8.2(c), neither party shall be liable to the other party for any delay or non-performance of its obligations under this Agreement arising directly from any of the following cause or causes beyond its reasonable control which are unable reasonably to be planned for or avoided: act of God, act of terrorism, war, civil war, armed conflict, fire, earthquake, flood, embargo, riot or sabotage, in each case, which directly causes either Force Majeure Event If a party (the Affected Party) becomes unable, wholly or in part, by any act, event or cause, other than lack of funds, which is beyond the reasonable control of the Affected Party (Force Majeure Event) to be unable to comply with all or a material part carry out any of its obligations under this Agreement agreement (other than an obligation to pay money), the Affected Party must give the other party prompt written notice of: details of the Force Majeure Event; and so far as the Affected Party knows, the probable extent to which it will be or is unable to perform, or to which it will be or is delayed in performing, its obligations under this agreement due to the Force Majeure Event. Effect If a Force Majeure Event), provided that the Affected Party: (i) promptly notifies the other party in writing of the cause of the delay or non- performance, the likely duration of the delay or non-performance, evidence of its effect on its obligations and details of the action it proposes to take to mitigate the effect of the delay or non-performance; and (ii) takes all steps in accordance with Good Industry Practice to overcome or minimise the effect of the delay or non-performance on the other party. (b) The performance of Events occurs: the Affected Party's obligationsobligations (other than an obligation to pay money), to the extent so far as it is affected by the Force Majeure Event, shall will be suspended during the period that the Force Majeure Event persists. (c) The occurrence of any Force Majeure Event shall not relieve the Subcontractor of its obligations under the Business Continuity Plan. (d) If a Force Majeure Event occurs and the Subcontractor has not restored full and uninterrupted Services within 24 hours after it has occurred, the Contractor shall not be required to pay, and the Subcontractor shall not be entitled to charge, the fees specified in paragraph [⚫] of Schedule 6 (Charges) with respect to those Services affected by the Force Majeure Event for the duration of the period commencing on Force Majeure Event; and the date Affected Party must use all reasonable efforts within its power to overcome or remove the Force Majeure Event occurred and ending on as quickly as possible, however the date that those Services are resumed in full and on an uninterrupted basis in accordance with this Agreement. (e) The Contractor may instruct an alternative supplier to provide the services affected by Affected Party is not required to: settle any labour or other dispute creating the Force Majeure Event on terms contrary to ensure continuity its wishes; or contest the validity or enforceability of service and the Subcontractor shall co-operate with the alternative supplier any law, regulation or decree by way of legal proceedings. Right to ensure the smooth and seamless provision of those services to the Contractor and the Authority. (f) The Affected Party shall notify the other party in writing as soon as practicable after terminate If the Force Majeure Event ceases continues for a period of 3 months or no longer causes the Affected Party to be unable to comply more, either party may terminate this agreement with its obligations under this Agreement. Following that notification, this Agreement shall continue to be performed on the terms existing immediately prior immediate effect by giving written notice to the occurrence of the Force Majeure Eventother party.