Common use of Changes in Applicable Law Clause in Contracts

Changes in Applicable Law. 20.1 Each Party shall Notify the other of any change in Applicable Law of which it becomes aware after the date of this Agreement to the extent that such change will affect the provision of the Services (or any part thereof) by Supplier or receipt of the Services by Customer (or any Service Recipients). 20.2 The scope of any changes to the Services (or any part thereof) as may be necessary from time to time to ensure that the supply of the Services and their receipt and use by Customer and the Service Recipients continues to comply, with Applicable Law (each a “Mandatory Change”), how such change shall be implemented shall be agreed though the Change Control Procedure, the impact of developing and implementing Mandatory Changes upon the Services and/or the Charges (if any) and the method and timeframe by which such Mandatory Changes shall be implemented, shall all be: (A) investigated, assessed and Notified to Customer by Supplier; and (B) considered and agreed by the Parties through the Change Control Procedure. Table of Contents 20.3 Notwithstanding Clause 20.2 above, where the Mandatory Change arises as a result of Customer or Supplier having previously misinterpreted Applicable Law in relation to the Services and where Customer Notifies Supplier of such an event, then Supplier shall, following such notification by Customer, either develop and implement such Mandatory Change as soon as reasonably practicable and in any event by the date upon which such Mandatory Change is required for compliance with Applicable Law, or Notify Customer immediately that it will not be able to implement such Mandatory Change by such date. 20.4 In the event that: (A) the Parties fail to reach an agreement for the implementation of a Mandatory Change through the Change Control Procedure; and/or (B) Supplier refuses to implement a Mandatory Change; and/or (C) Supplier is not able to implement the Mandatory Change, then Customer shall have the right to terminate the Service(s) to which such Mandatory Change relates by Notice to Supplier with immediate effect. 20.5 The cost of developing and implementing a Mandatory Change shall be borne as follows: (A) by Customer, to the extent the relevant change in Applicable Law relates uniquely and specifically to Customer and/or any Service Recipients or the Mandatory Change has been developed for the benefit of Customer and/or any Service Recipient and in accordance with Customer’s and/or any Service Recipient’s express written specifications; (B) by Customer and other customers of Supplier Group to the extent that the relevant change in Applicable Law does not fall within Clause 20.5(A), affects the Services and applies to the receipt of services the same or similar to the Services provided that Customer shall only be liable for such proportion of such costs as is fair and reasonable in all the circumstances (including the number of other customers of members of Supplier Group, the services offered to such other customers and the further use of any investment by the members of Supplier Group in retaining or attracting customers) and Supplier shall provide Customer with reasonable evidence of such circumstances to enable Customer to verify the allocation of such costs in accordance with this Clause 20.5(B). As between Customer and Supplier, Supplier shall be liable for the portion of such costs attributable to those other customers (excluding to the extent they receive Services under this Agreement, Service Recipients) and Supplier (and whether or not Supplier or Supplier Group is able to, or does in fact, recover such costs from other customers); and (C) by Supplier, where the relevant change in Applicable Law does not fall within Clauses 20.5(A) or 20.5(B) above. Table of Contents

Changes in Applicable Law. 20.1 Each Party shall Notify (a) If during the other of any change in Applicable Law of which Term, Lessor notifies Buyer under the Capacity Lease that it becomes aware after the date of this Agreement to the extent that such change will affect the provision of the Services (or any part thereof) by Supplier or receipt of the Services by Customer (or any Service Recipients). 20.2 The scope of any changes to the Services (or any part thereof) as may be necessary from time to time to ensure that the supply of the Services and their receipt and use by Customer and the Service Recipients continues to comply, with Applicable Law (each a “Mandatory Change”), how such change shall be implemented shall be agreed though the Change Control Procedure, the impact of developing and implementing Mandatory Changes upon the Services and/or the Charges (if any) and the method and timeframe by which such Mandatory Changes shall be implemented, shall all be: (A) investigated, assessed and Notified to Customer by Supplier; and (B) considered and agreed by the Parties through the Change Control Procedure. Table of Contents 20.3 Notwithstanding Clause 20.2 above, where the Mandatory Change arises is obligated as a result of Customer a Change in Law Event to bear Compliance Costs, Buyer shall promptly notify Producer of Producer’s anticipated Proportionate Share of such Compliance Costs. Producer shall reimburse Buyer for Producer’s Proportionate Share of all Compliance Costs resulting from such Change in Law; provided that (i) Producer shall not be required to reimburse Buyer more than $250,000 for any single Change in Law Event and (ii) Producer shall not be required to reimburse Buyer pursuant to this Section 13.1 more than $1,000,000 in the aggregate during the Term. In the event a Change in Law Event triggers Compliance Costs such that Producer’s Proportionate Share of such would exceed $250,000 but for clause (i) above or Supplier having previously misinterpreted such that Producer’s reimbursement obligation in the aggregate during the Term would exceed $1,000,000 but for clause (ii) above, the Parties shall negotiate in good faith for up to 20 days to mutually determine the effect of such Change in Law Event and revised commercial arrangements to compensate Buyer for Producer’s Proportionate Share of such Compliance Costs; provided that, if the Parties cannot reach a commercial agreement during such period, then the existing Fee and Product Costs shall be unchanged and Buyer shall be entitled to terminate the Agreement by providing at least 10 months’ prior written notice to Producer, with such notice of termination to be provided within 60 days after the end of such 20-day negotiation period or the termination right shall be waived. (b) If during the Term, Buyer notifies Producer that, other than as set forth in Section 13.1(a) above, it is obligated as a result of the adoption, implementation, change in interpretation, or amendment of any Applicable Law by any Governmental Authority after the Effective Date that imposes new, additional or other requirements or obligations with respect to Buyer hereunder (a “Buyer Change in relation Law”) to bear expenses, commitments or obligations in excess of $25,000 incurred by or required to be incurred by Buyer to comply with a Buyer Change in Law, irrespective of whether such expenses, commitments or obligations are to be incurred as a one-time expenditure or periodically for an extended period (“Buyer Compliance Costs”), Producer shall reimburse Buyer for all Buyer Compliance Costs resulting from such Buyer Change in Law; provided that (i) Producer shall not be required to reimburse Buyer more than $100,000 for any single Buyer Change in Law and (ii) Producer shall not be required to reimburse Buyer pursuant to this Section 13.1 more than $500,000 in the Services and where Customer Notifies Supplier aggregate during the Term. In the event a Buyer Change in Law triggers Buyer Compliance Costs in excess of $100,000 but for clause (i) above or such that Producer’s reimbursement obligation in the aggregate during the Term would exceed $500,000 but for clause (ii) above, the Parties shall negotiate in good faith for up to 20 days to mutually determine the effect of such an eventBuyer Change in Law and revised commercial arrangements to compensate Buyer for such Buyer Compliance Costs; provided that, if the Parties cannot reach a commercial agreement during such period, then Supplier shallthe existing Fee and Product Costs shall be unchanged and Buyer may reduce the Nomination Cap down to zero upon no less than 180 days’ written notice, following with such notification by Customernotice of reduction to be provided within 30 days after the end of such 20-day negotiation period or the reduction right shall be waived. To the extent Buyer plans to exercise its rights under this Section 13.1(b) and reduce Producer’s Nomination Cap to zero, either develop Buyer shall reasonably cooperate with Producer and implement such Mandatory Change provide all reasonably requested volume information to Producer as soon as reasonably practicable practical regarding (i) the availability of Buyer Capacity for any of Producer’s Dedicated Production and (ii) the aggregate amount of Buyer Capacity anticipated to be utilized by Third Party volumes (excluding the identities and other identifying information of such shippers), in any event by each case as of the date upon which of such Mandatory Change is required for compliance with Applicable Law, or Notify Customer immediately that it will not be able to implement such Mandatory Change by such date. 20.4 In the event that: (A) the Parties fail to reach an agreement for the implementation of a Mandatory Change reduction through the Change Control Procedure; and/or (B) Supplier refuses to implement a Mandatory Change; and/or (C) Supplier is not able to implement the Mandatory Changeimmediately following January 1 or July 1, then Customer shall have the right to terminate the Service(s) to which such Mandatory Change relates by Notice to Supplier with immediate effectas applicable. 20.5 The cost of developing and implementing a Mandatory Change shall be borne as follows: (A) by Customer, to the extent the relevant change in Applicable Law relates uniquely and specifically to Customer and/or any Service Recipients or the Mandatory Change has been developed for the benefit of Customer and/or any Service Recipient and in accordance with Customer’s and/or any Service Recipient’s express written specifications; (B) by Customer and other customers of Supplier Group to the extent that the relevant change in Applicable Law does not fall within Clause 20.5(A), affects the Services and applies to the receipt of services the same or similar to the Services provided that Customer shall only be liable for such proportion of such costs as is fair and reasonable in all the circumstances (including the number of other customers of members of Supplier Group, the services offered to such other customers and the further use of any investment by the members of Supplier Group in retaining or attracting customers) and Supplier shall provide Customer with reasonable evidence of such circumstances to enable Customer to verify the allocation of such costs in accordance with this Clause 20.5(B). As between Customer and Supplier, Supplier shall be liable for the portion of such costs attributable to those other customers (excluding to the extent they receive Services under this Agreement, Service Recipients) and Supplier (and whether or not Supplier or Supplier Group is able to, or does in fact, recover such costs from other customers); and (C) by Supplier, where the relevant change in Applicable Law does not fall within Clauses 20.5(A) or 20.5(B) above. Table of Contents

Changes in Applicable Law. 20.1 Each Party shall Notify the other of any change in Applicable Law of which it becomes aware after the date of this Agreement to the extent that such change will affect the provision of the Services (or any part thereof) by Supplier or receipt of the Services by Customer (or any Service Recipients). 20.2 The scope of any changes to the Services (or any part thereof) as may be necessary from time to time to ensure that the supply of the Services and their receipt and use by Customer and the Service Recipients continues to comply, with Applicable Law (each a “Mandatory Change”), how such change shall be implemented shall be agreed though the Change Control Procedure, the impact of developing and implementing Mandatory Changes upon the Services and/or the Charges (if any) and the method and timeframe by which such Mandatory Changes shall be implemented, shall all be: (A) investigated, assessed and Notified to Customer by Supplier; and (B) considered and agreed by the Parties through the Change Control Procedure. Table of Contents 20.3 Notwithstanding Clause 20.2 above, where the Mandatory Change arises as a result of Customer or Supplier having previously misinterpreted Applicable Law in relation to the Services and where Customer Notifies Supplier of such an event, then Supplier shall, following such notification by Customer, either develop and implement such Mandatory Change as soon as reasonably practicable and in any event by the date upon which such Mandatory Change is required for compliance with Applicable Law, or Notify Customer immediately that it will not be able to implement such Mandatory Change by such date. 20.4 In the event that: (A) the Parties fail to reach an agreement for the implementation of a Mandatory Change through the Change Control Procedure; and/or (B) Supplier refuses to implement a Mandatory Change; and/or (C) Supplier is not able to implement the Mandatory Change, then Customer shall have the right to terminate the Service(s) to which such Mandatory Change relates by Notice to Supplier with immediate effect. 20.5 The cost of developing and implementing a Mandatory Change shall be borne as follows: (A) by Customer, to the extent the relevant change in Applicable Law relates uniquely and specifically to Customer and/or any Service Recipients or the Mandatory Change has been developed for the benefit of Customer and/or any Service Recipient and in accordance with Customer’s and/or any Service Recipient’s express written specifications; (B) by Customer and other customers of Supplier Group to the extent that the relevant change in Applicable Law does not fall within Clause 20.5(A), affects the Services and applies to the receipt of services the same or similar to the Services provided that Customer shall only be liable for such proportion of such costs as is fair and reasonable in all the circumstances (including the number of other customers of members of Supplier Group, the services offered to such other customers and the further use of any investment by the members of Supplier Group in retaining or attracting customers) and Supplier shall provide Customer with reasonable evidence of such circumstances to enable Customer to verify the allocation of such costs in accordance with this Clause 20.5(B). As between Customer and Supplier, Supplier shall be liable for the portion of such costs attributable to those other customers (excluding to the extent they receive Services under this Agreement, Service Recipients) and Supplier (and whether or not Supplier or Supplier Group is able to, or does in fact, recover such costs from other customers); and (C) by Supplier, where the relevant change in Applicable Law does not fall within Clauses 20.5(A) or 20.5(B) above. Table of ContentsContents 30