Common use of Effect of Invoking Force Majeure Clause in Contracts

Effect of Invoking Force Majeure. (a) If either Party is unable to satisfy any of its obligations hereunder due to Force Majeure, provided that the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party shall be excused and relieved from its obligation to satisfy such obligation and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the Force Majeure event. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.

Effect of Invoking Force Majeure. ‌ (a) If If, by reason of any act, event, cause or condition that constitutes Force Majeure hereunder:‌ (i) the Supplier is unable to make available all or any part of the Monthly Contract Capacity during the Term or is unable to deliver Electricity from the Facility during the Term; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, or the Supplier is unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve Commercial Operation by the Milestone Date for Commercial Operation or the Longstop Date; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation to satisfy performing or complying with such obligation obligations (other than payment obligations) or meeting such timelines, as applicable, and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of liable for any amounts that were due and owing before liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the occurrence case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or that otherwise may become due comply during the continuance and payable during any period to the extent of the inability so caused from and after the invocation of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during . If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless Supplier to not achieve Commercial Operation by the Milestone Date for Commercial Operation, then the Milestone Date for Commercial Operation shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision . If an event of this ContractForce Majeure causes the Supplier to not achieve Commercial Operation by the Longstop Date and did not previously extend the Milestone Date for Commercial Operation as contemplated in the preceding sentence, then the Longstop Date shall be extended for such reasonable period of delay directly resulting from such Force Majeure event. Following the Commercial Operation Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.. Additionally, notwithstanding the prior paragraph of this Section 11.1(a), following the Commercial Operation Date, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, then adjustments to the Monthly Payment with respect to the portion of the Monthly Contract Capacity affected by Force Majeure will be calculated in accordance with Exhibit J. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice in writing of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit H, provided that such notice shall be given within ten‌

Effect of Invoking Force Majeure. (a) If either Party If, by reason of Force Majeure: (i) the Generator is unable to satisfy wholly or substantially prevented from operating or maintaining the Facility in accordance with any of its obligations hereunder due set forth in Section 3.1; or (ii) either Party is wholly or partially prevented from commencing or continuing performance of, or from complying with, any of its other obligations (other than payment obligations) hereunder, including the Generator being unable to Force Majeure, provided that achieve Commercial Operation by the Target COD; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses (including Indemnifiable Losses in the case of any Force Majeure affecting or invoked by the Generator), payments, costs, expenses to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party's failure to do so will perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. (b) A Party shall be deemed to have invoked Force Majeure, with effect from the commencement of the event or circumstances constituting Force Majeure, when that Party gives to the other Party prompt written notice in substantially the Prescribed Form, provided that such notice shall in all events be given within twenty (20) Business Days of the later of (i) the commencement of the event or circumstances constituting Force Majeure, or (ii) the date that the Party invoking Force Majeure knew or ought to have known that the event or circumstances constituting Force Majeure could have a material adverse effect on the development or operation of the Facility. If the effect of the Force Majeure and full particulars of the cause thereof cannot constitute be reasonably determined within such twenty (20) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars in substantially the Prescribed Form to the other Party. The Party invoking Force Majeure shall in all cases have the burden of proof to establish both the existence and the effect of the event of Force Majeure. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. Upon the request of the AESO, the Generator shall: (i) provide to the AESO information and documentation confirming to the satisfaction of the AESO, acting reasonably, that such Commercially Reasonable Efforts were used, and (ii) represent and warrant that such information and documentation are true, complete and accurate in all material respects and that no material information is omitted that would make such information or documentation misleading or inaccurate. (d) The Party invoking Force Majeure shall provide the other Party with any new information or other documentation that is receives or becomes aware of from time to time with respect to the event of Force Majeure (including any information or documentation that renders previously provided information materially inaccurate or misleading). In particular, the Party invoking Force Majeure shall give prompt written notice to the other Party as soon as the event of Force Majeure has ceased or terminated, and of the time when performance of its affected obligations can be resumed. (e) A Party may make multiple but not duplicative claims in respect of the occurrence of an event of defaultForce Majeure, provided however that and both Parties may make claims in respect of the same event of Force Majeure. (f) Nothing in this Section 11.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bg) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start Generator to: (i) delay achieving or completing any of the Key Development Milestones, or (ii) to not achieve Commercial Operation by Target COD, then each of the Commencement of Construction Longstop Date, Target COD, and the COD Longstop Date shall be extended for such reasonable period of delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract. After the Commercial Operation Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term. (h) Where a Generator has invoked Force Majeure as provided in Section 11.1(b) and where such period or periods of Force Majeure (as determined with respect to each such period from the date the Force Majeure was deemed to be invoked under Section 11.1(b) until the termination of the event or circumstances constituting Force Majeure as provided in Section 11.1(d)) were in effect (whether prior to or during the Support Period) for not less than: (i) eighteen (18) months in the case of a single Force Majeure; or (ii) an aggregate of twenty-four (24) months in the case of more than one such period; then notwithstanding anything in this Agreement to the contrary, either Party may terminate this Agreement upon notice to the other Party and without any costs or payments of any kind to either Party, and all Completion and Performance Security shall be returned or refunded (as applicable) to the Generator forthwith or in the case of security in the form of a letter of credit, returned for cancellation.

Effect of Invoking Force Majeure. (a) If If, by reason of Force Majeure: (i) the Participant is unable to achieve at least 90% of the Anticipated Electricity Savings; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Participant being unable to satisfy achieve the In-Service Date within 2 years from the date of this Agreement; then the Party so affected by Force Majeure shall be excused and relieved on a day for day basis from performing or complying with such obligations (other than payment obligations) for the period of time in which such Force Majeure shall continue and shall not be liable for any liabilities, damages, losses, payments, costs, expenses to, or incurred by, the other Party in respect of its obligations hereunder due or relating to such Force Majeure and such Party's failure to so perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. (b) A Party shall be deemed to have invoked Force Majeure effective from the commencement of the event or circumstances constituting the Force Majeure when that Party gives to the other Party prompt written notice of the Force Majeure, provided that such notice shall be given within 10 Business Days of the later of (i) the commencement of the event or circumstances constituting Force Majeure or (ii) the date that the Party makes invoking Force Majeure knew or ought to have known that the event or circumstances constituting Force Majeure could have a Material Adverse Effect on the development or operation of the Facility or Project. If the effect of the Force Majeure and full particulars of the cause thereof cannot be reasonably determined within such 10 Business Day period, the Party invoking Force Majeure shall be allowed a further 10 Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars to the other Party. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to avoidremedy the situation and remove, or if unavoidableso far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be deemed to correct be wholly within the reason for such delay or failure and gives discretion of the other Party involved. (d) The Party invoking Force Majeure shall give prompt written notice of the termination of the event of Force Majeure, provided that such delay or failure, then such Party notice shall be excused and relieved from its obligation to satisfy such obligation and its failure to do so will not constitute an given within 10 Business Days of the termination of the event of default, provided however that or circumstances constituting Force Majeure. (e) Nothing in this Section 2.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless Participant to not achieve the In-Service Date within 2 years from the date of which Party declared this Agreement, then the time for achieving such date shall be extended on a day for day basis for each day of delay directly resulting from such Force Majeure event and provided for all purposes of this Agreement the Supplemental Registration for In-Service Date shall be the Contracted DER was successfully completed prior to the start of the Force Majeure eventIn-Service Date as so extended. (dg) Notwithstanding any other provision If, by reason of one or more events of Force Majeure, the In-Service Date has not occurred by the 3rd anniversary of the date hereof, then notwithstanding anything in this Agreement to the contrary, the IESO may terminate this Agreement upon notice to the Participant or the Participant may terminate this Agreement upon notice to the IESO. Upon termination of this ContractAgreement pursuant to this Section 2.1(g), an event the Participant shall forthwith repay to the IESO any amounts paid to the Participant in accordance with Article VI which, as of Force Majeure that occurs the Early Termination Date have not been actually incurred by the Participant in accordance with the Project Schedule and the Project Budget, following which, all Performance Security shall be returned to the Supplemental Registration Period shall not serve to extend the TermParticipant forthwith.

Effect of Invoking Force Majeure. ‌ (a) If either Party If, by reason of Force Majeure: (i) the Generator is unable to satisfy wholly or substantially prevented from operating or maintaining the Facility in accordance with any of its obligations hereunder due set forth in Section 3.1; or (ii) either Party is wholly or partially prevented from commencing or continuing performance of, or from complying with, any of its other obligations (other than payment obligations) hereunder, including the Generator being unable to Force Majeure, provided that achieve Commercial Operation by the Target COD; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses (including Indemnifiable Losses in the case of any Force Majeure affecting or invoked by the Generator), payments, costs, expenses to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party's failure to do so will perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. (b) A Party shall be deemed to have invoked Force Majeure, with effect from the commencement of the event or circumstances constituting Force Majeure, when that Party gives to the other Party prompt written notice in substantially the Prescribed Form, provided that such notice shall in all events be given within twenty (20) Business Days of the later of (i) the commencement of the event or circumstances constituting Force Majeure, or (ii) the date that the Party invoking Force Majeure knew or ought to have known that the event or circumstances constituting Force Majeure could have a material adverse effect on the development or operation of the Facility. If the effect of the Force Majeure and full particulars of the cause thereof cannot constitute be reasonably determined within such twenty (20) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars in substantially the Prescribed Form to the other Party. The Party invoking Force Majeure shall in all cases have the burden of proof to establish both the existence and the effect of the event of Force Majeure. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. Upon the request of the AESO, the Generator shall: (i) provide to the AESO information and documentation confirming to the satisfaction of the AESO, acting reasonably, that such Commercially Reasonable Efforts were used, and (ii) represent and warrant that such information and documentation are true, complete and accurate in all material respects and that no material information is omitted that would make such information or documentation misleading or inaccurate. (d) The Party invoking Force Majeure shall provide the other Party with any new information or other documentation that is receives or becomes aware of from time to time with respect to the event of Force Majeure (including any information or documentation that renders previously provided information materially inaccurate or misleading). In particular, the Party invoking Force Majeure shall give prompt written notice to the other Party as soon as the event of Force Majeure has ceased or terminated, and of the time when performance of its affected obligations can be resumed. (e) A Party may make multiple but not duplicative claims in respect of the occurrence of an event of defaultForce Majeure, provided however that and both Parties may make claims in respect of the same event of Force Majeure. (f) Nothing in this Section 11.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bg) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start Generator to: (i) delay achieving or completing any of the Key Development Milestones, or (ii) to not achieve Commercial Operation by Target COD, then each of the Commencement of Construction Longstop Date, Target COD, and the COD Longstop Date shall be extended for such reasonable period of delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract. After the Commercial Operation Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term. (h) Where a Generator has invoked Force Majeure as provided in Section 11.1(b) and where such period or periods of Force Majeure (as determined with respect to each such period from the date the Force Majeure was deemed to be invoked under Section 11.1(b) until the termination of the event or circumstances constituting Force Majeure as provided in Section 11.1(d)) were in effect (whether prior to or during the Support Period) for not less than: (i) eighteen (18) months in the case of a single Force Majeure; or (ii) an aggregate of twenty-four (24) months in the case of more than one such period; then notwithstanding anything in this Agreement to the contrary, either Party may terminate this Agreement upon notice to the other Party and without any costs or payments of any kind to either Party, and all Completion and Performance Security shall be returned or refunded (as applicable) to the Generator forthwith or in the case of security in the form of a letter of credit, returned for cancellation.

Effect of Invoking Force Majeure. ‌ (a) If either Party is unable to satisfy any of its obligations hereunder due to Force Majeure, provided that the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party shall be excused and relieved from its obligation to satisfy such obligation and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; andand‌ (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the Force Majeure event. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.

Effect of Invoking Force Majeure. ‌ (a) If If, by reason of any act, event, cause or condition that constitutes Force Majeure hereunder:‌ (i) the Supplier is unable to make available all or any part of the Contract Capacity during the Term or is unable to deliver Electricity from the Facility during the Term; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, or the Supplier is unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve Commercial Operation by the Milestone Date for Commercial Operation or the Longstop Date; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation to satisfy performing or complying with such obligation obligations (other than payment obligations) or meeting such timelines, as applicable, and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of liable for any amounts that were due and owing before liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the occurrence case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or that otherwise may become due comply during the continuance and payable during any period to the extent of the inability so caused from and after the invocation of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during . If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless Supplier to not achieve Commercial Operation by the Milestone Date for Commercial Operation, then the Milestone Date for Commercial Operation shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision . If an event of this ContractForce Majeure causes the Supplier to not achieve Commercial Operation by the Longstop Date and did not previously extend the Milestone Date for Commercial Operation as contemplated in the preceding sentence, then the Longstop Date shall be extended for such reasonable period of delay directly resulting from such Force Majeure event. Following the Commercial Operation Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.. Additionally, notwithstanding the prior paragraph of this Section 11.1(a), following the Commercial Operation Date, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, to the extent that the Supplier is able to deliver a portion of the Contract Capacity from the Facility despite an event of Force Majeure, then the calculation of Monthly Payment will be made with respect to such portion of the Contract Capacity and Electricity delivered in accordance with Exhibit J. Draft (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice in writing of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit H, provided that such notice shall be given within ten‌

Effect of Invoking Force Majeure. (a) If either Party is unable to satisfy any If, by reason of its obligations hereunder due to Force Majeure, provided that the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party shall be excused and relieved from its obligation to satisfy such obligation and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period Supplier is unable to make available all or any part of time equal the Contract Capacity or is unable to deliver Electricity from the Contract Facility; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to achieve a Milestone Event by the relevant Milestone Date; then the Party so affected by Force Majeure shall be excused and relieved from performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or comply during the continuance and to the duration extent of the inability so caused from and after the invocation of Force Majeure. Notwithstanding the foregoing, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, to the extent that the Supplier is able to deliver a portion of the Contract Capacity and Electricity from the Contract Facility despite an event of Force Majeure, then the calculation of payment will be made with respect to such portion of the Contract Capacity and Electricity delivered in accordance with Exhibit J. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice, written or oral (but if oral, promptly confirmed in writing) of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit I, provided that such notice shall be given as follows: (i) within ten (10) Business Days of the date that the Party invoking Force Majeure knew or ought to have known that the event of circumstances constituting Force Majeure could have a Material Adverse Effect on the critical path of the project schedule for the development and construction of the Facility where the event or circumstances constituting Force Majeure occur prior to complete the Supplemental RegistrationContract Facility COD; and or (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the Force Majeure event. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.ten

Effect of Invoking Force Majeure. (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all or any part of the Contract Capacity or is unable to deliver Electricity from the Contract Facility; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to satisfy any of its obligations hereunder due to Force Majeureachieve a Milestone Event by the relevant Milestone Date, provided that or the Supplier not achieving Commercial Operation on or before the date which is one (1) year or eighteen (18) months after the Milestone Date for Commercial Operation, as applicable; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation to satisfy performing or complying with such obligation obligations (other than payment obligations) and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. Notwithstanding the foregoing, during such time as the Supplier is so unable to perform or comply as a result of a Force Majeure, no calculations pursuant to Exhibit J shall be made, and no amounts shall be imputed or payable, in respect of such time. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice, written or oral (but if oral, promptly confirmed in writing) of the effect of the Force Majeure and reasonably full particulars of the cause thereof. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. (d) The Party invoking Force Majeure shall give prompt notice, written or oral (but if oral, promptly confirmed in writing) of the termination of the event of Force Majeure. (e) Nothing in this Section 10.1 shall relieve a Party of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and causes the Supplier to not achieve a Milestone Event by the relevant Milestone Date, or to not achieve Commercial Operation on or before the date which is continuing during one (1) year after the Commitment Period regardless Milestone Date for Commercial Operation, as applicable, then such Milestone Date shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract. After the Term Commencement Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the TermTerm of this Agreement. (g) If an event of Force Majeure described in Section 10.3(h) has delayed the Commercial Operation Date by more than 365 days after the original Milestone Date (prior to any extension pursuant to Section 10.1(f)) set out for attaining Commercial Operation of the Contract Facility, then notwithstanding anything in this Agreement to the contrary, while the delay that is a result of the event of Force Majeure is continuing, the Supplier at its sole option may terminate this Agreement upon notice to the Buyer and without any costs or payments of any kind to either Party, and all security shall be returned forthwith. (h) If, by reason of Force Majeure, the Supplier is unable to perform or comply with its obligations (other than payment obligations) hereunder for more than three (3) continuous years (including the delay of the Commercial Operation Date by more than three (3) years after the original Milestone Date for Commercial Operation, prior to any extension pursuant to Section 10.1(f)), then notwithstanding anything in this Agreement to the contrary, while the delay that is a result of the event of Force Majeure is continuing, either Party may terminate this Agreement upon notice to the other Party and without any costs or payments of any kind to either Party, and all security shall be returned forthwith.

Effect of Invoking Force Majeure. (a) If If, by reason of Force Majeure: (i) the Participant is unable to achieve at least 80% of the Anticipated Electricity Savings; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment and Performance Security obligations) hereunder, including the Participant being unable to satisfy achieve the In-Service Date within two years from the date of this Agreement; then the Party so affected by Force Majeure will be excused and relieved on a day for day basis from performing or complying with such obligations (other than payment and Performance Security obligations) for the period of time in which such Force Majeure will continue and will not be liable for any liabilities, damages, losses, payments, costs, expenses to, or incurred by, the other Party in respect of its obligations hereunder due or relating to such Force Majeure and such Party’s failure to so perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. (b) A Party will be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt written notice of Force Majeure, provided that such notice will be given within 10 Business Days of the later of (i) the commencement of the event or circumstances constituting Force Majeure or (ii) the date that the Party makes invoking Force Majeure knew or ought to have known that the event or circumstances constituting Force Majeure could have a Material Adverse Effect on the development or operation of the Facility or Project or Portfolio. If the effect of the Force Majeure and full particulars of the cause thereof cannot be reasonably determined within such 10 Business Day period, the Party invoking Force Majeure will be allowed a further 10 Business Day period (or such longer period as the Parties may agree in writing) to provide such full particulars to the other Party. (c) The Party invoking Force Majeure will use Commercially Reasonable Efforts to avoidremedy the situation and remove, or if unavoidableso far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances will be deemed to correct be wholly within the reason for such delay or failure and gives discretion of the other Party involved. (d) The Party invoking Force Majeure will give prompt written notice of such delay or failure, then such Party shall be excused and relieved from its obligation to satisfy such obligation and its failure to do so will not constitute an the termination of the event of defaultForce Majeure, provided however that such notice will be given within 10 Business Days of the termination of the event or circumstances constituting Force Majeure. (e) Nothing in this Section 14.1 will relieve a Party shall not be relieved from of its obligation obligations to provide Performance Security or make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the If an event of Force Majeure causes the Participant fails to complete not achieve the Supplemental Registration by In-Service Date within two years from the end date of this Agreement, then the Supplemental Registration Period due to Force Majeure: (i) the Participant time for achieving such date will have an additional period be extended on a day for day basis for each day of time equal to the duration of the delay directly resulting from such Force Majeure event to complete and for all purposes of this Agreement the Supplemental Registration; and (ii) In-Service Date will be the In-Service Date as so extended, provided such extension does not result in the event the Supplemental Registration is completed on a date that falls within the Commitment Periodoccurrence of an In-Service Date beyond December 31, the Participant will only receive Availability Payments following such date and in accordance with the terms herein2015. (cg) Notwithstanding any Planned Outages If, by reason of one or Forced Outages (unrelated to more events of Force Majeure, the In-Service Date has not occurred by the third anniversary of the date hereof or, in any event, on or before December 31, 2015, then notwithstanding anything in this Agreement to the contrary, the LDC may terminate this Agreement upon notice to the Participant or the Participant may terminate this Agreement upon notice to the LDC. Upon termination of this Agreement pursuant to this Section 14.1(g), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior forthwith repay to the start LDC any amounts paid to the Participant in accordance with Article VII which, as of the Force Majeure eventEarly Termination Date have not been actually incurred by the Participant to pay Eligible Costs in accordance with the Project Schedule and the Project Budget, following which, all Performance Security will be returned to the Participant forthwith. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.

Effect of Invoking Force Majeure. ‌ (a) If If, by reason of any act, event, cause or condition that constitutes Force Majeure hereunder:‌ (i) the Supplier is unable to make available all or any part of the Monthly Contract Capacity during the Term or is unable to deliver Electricity from the Facility during the Term; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, or the Supplier is unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve Commercial Operation by the Milestone Date for Commercial Operation or the Longstop Date; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation to satisfy performing or complying with such obligation obligations (other than payment obligations) or meeting such timelines, as applicable, and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of liable for any amounts that were due and owing before liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the occurrence case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or that otherwise may become due comply during the continuance and payable during any period to the extent of the inability so caused from and after the invocation of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during . If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless Supplier to not achieve Commercial Operation by the Milestone Date for Commercial Operation, then the Milestone Date for Commercial Operation shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision . If an event of this ContractForce Majeure causes the Supplier to not achieve Commercial Operation by the Longstop Date and did not previously extend the Milestone Date for Commercial Operation as contemplated in the preceding sentence, then the Longstop Date shall be extended for such reasonable period of delay directly resulting from such Force Majeure event. Following the Commercial Operation Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.. Additionally, notwithstanding the prior paragraph of this Section 11.1(a), following the Commercial Operation Date, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, then adjustments to the Monthly Payment with respect to the portion of the Monthly Contract Capacity affected by Force Majeure will be calculated in accordance with Exhibit J. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice in writing of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit H, provided that such notice shall be given within ten‌ Draft

Effect of Invoking Force Majeure. ‌ (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all or any part of the Contract Capacity or is unable to generate at the Facility, or is unable to deliver from the Facility to the Connection Point, all or any part of the Delivered Electricity or Future Contract Related Products; (ii) all or any part of the Delivered Electricity cannot be received at or transmitted or distributed from the Connection Point; or (iii) either Party is unable unable, wholly or partially, to satisfy any of perform or comply with its other obligations hereunder due to Force Majeure(other than payment obligations) hereunder, provided that then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation to satisfy performing or complying with such obligation obligations (other than payment obligations) and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. An event of Force Majeure shall not extend the Term. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt written notice in substantially the form as set forth in Exhibit I, provided that such notice shall be given within 20 Business Days of the later of‌ (i) the commencement of the event or circumstances constituting Force Majeure or (ii) the date that the Party invoking Force Majeure knew or ought to have known that the event or circumstances constituting Force Majeure could have a Material Adverse Effect on the development or operation of the Facility. If the effect of the Force Majeure and full particulars of the cause thereof cannot be reasonably determined within such 20 Business Day period, the Party invoking Force Majeure shall be allowed a further 10 Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars in substantially the form as set forth in Exhibit I to the other Party. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. (d) The Party invoking Force Majeure shall give prompt written notice of the termination of the event of Force Majeure, provided that such notice shall be given within 20 Business Days of the termination of the event or circumstances constituting Force Majeure.‌ (e) Nothing in this Section 10.1 shall relieve a Party of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration If, by the end reason of the Supplemental Registration Period due to Force Majeure: , the Supplier is unable to perform or comply with its obligations (iother than payment obligations) hereunder for more than an aggregate of 36 months in any 60 month period during the Participant will have an additional period of time equal Term, then either Party may terminate this Agreement upon notice to the duration other Party without any costs or payments of the Force Majeure event any kind to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on either Party, except for any amounts that were due or payable by a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior hereunder up to the start date of the Force Majeure eventtermination, and all Performance Security shall be returned or refunded (as applicable) forthwith. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.

Effect of Invoking Force Majeure. (a) If If, by reason of Force Majeure: (i) the Participant is unable to achieve at least 80% of the Anticipated Electricity Savings; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment and Performance Security obligations) hereunder, including the Participant being unable to satisfy achieve the In-Service Date within two years from the date of this Agreement; then the Party so affected by Force Majeure will be excused and relieved on a day for day basis from performing or complying with such obligations (other than payment and Performance Security obligations) for the period of time in which such Force Majeure will continue and will not be liable for any liabilities, damages, losses, payments, costs, expenses to, or incurred by, the other Party in respect of its obligations hereunder due or relating to such Force Majeure and such Party’s failure to so perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. (b) A Party will be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt written notice of Force Majeure, provided that such notice will be given within 10 Business Days of the later of (i) the commencement of the event or circumstances constituting Force Majeure or (ii) the date that the Party makes invoking Force Majeure knew or ought to have known that the event or circumstances constituting Force Majeure could have a Material Adverse Effect on the development or operation of the Facility or Project. If the effect of the Force Majeure and full particulars of the cause thereof cannot be reasonably determined within such 10 Business Day period, the Party invoking Force Majeure will be allowed a further 10 Business Day period (or such longer period as the Parties may agree in writing) to provide such full particulars to the other Party. (c) The Party invoking Force Majeure will use Commercially Reasonable Efforts to avoidremedy the situation and remove, or if unavoidableso far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances will be deemed to correct be wholly within the reason for such delay or failure and gives discretion of the other Party involved. (d) The Party invoking Force Majeure will give prompt written notice of such delay or failure, then such Party shall be excused and relieved from its obligation to satisfy such obligation and its failure to do so will not constitute an the termination of the event of defaultForce Majeure, provided however that such notice will be given within 10 Business Days of the termination of the event or circumstances constituting Force Majeure. (e) Nothing in this Section 14.1 will relieve a Party shall not be relieved from of its obligation obligations to provide Performance Security or make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the If an event of Force Majeure causes the Participant fails to complete not achieve the Supplemental Registration by In- Service Date within two years from the end date of this Agreement, then the Supplemental Registration Period due to Force Majeure: (i) the Participant time for achieving such date will have an additional period be extended on a day for day basis for each day of time equal to the duration of the delay directly resulting from such Force Majeure event to complete and for all purposes of this Agreement the Supplemental Registration; and (ii) In-Service Date will be the In-Service Date as so extended, provided such extension does not result in the event the Supplemental Registration is completed on a date that falls within the Commitment Periodoccurrence of an In-Service Date beyond December 31, the Participant will only receive Availability Payments following such date and in accordance with the terms herein2020. (cg) Notwithstanding any Planned Outages If, by reason of one or Forced Outages (unrelated to more events of Force Majeure, the In-Service Date has not occurred by the third anniversary of the date hereof or, in any event, on or before December 31, 2020, then notwithstanding anything in this Agreement to the contrary, the LDC may terminate this Agreement upon notice to the Participant or the Participant may terminate this Agreement upon notice to the LDC. Upon termination of this Agreement pursuant to this Section 14.1(g), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior forthwith repay to the start LDC any amounts paid to the Participant in accordance with Article VII which, as of the Force Majeure eventEarly Termination Date have not been actually incurred by the Participant to pay Eligible Costs in accordance with the Project Schedule and the Project Budget, following which, all Performance Security will be returned to the Participant forthwith. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.

Effect of Invoking Force Majeure. ‌ (a) If either Party If, by reason of Force Majeure: (i) the Generator is unable to satisfy wholly or substantially prevented from operating or maintaining the Facility in accordance with any of its obligations hereunder due set forth in Section 3.1; or (ii) either Party is wholly or partially prevented from commencing or continuing performance of, or from complying with, any of its other obligations (other than payment obligations) hereunder, including the Generator being unable to Force Majeure, provided that achieve Commercial Operation by the Target COD; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses (including Indemnifiable Losses in the case of any Force Majeure affecting or invoked by the Generator), payments, costs, expenses to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party's failure to do so will perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt written notice in substantially the Prescribed Form, provided that such notice shall in all events be given within twenty (20) Business Days of the later of (i) the commencement of the event or circumstances constituting Force Majeure, or (ii) the date that the Party invoking Force Majeure knew or ought to have known that the event or circumstances constituting Force Majeure could have a material adverse effect on the development or operation of the Facility. If the effect of the Force Majeure and full particulars of the cause thereof cannot constitute be reasonably determined within such twenty (20) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars in substantially the Prescribed Form to the other Party. The Party invoking Force Majeure shall in all cases have the burden of proof to establish both the existence and the effect of the event of Force Majeure. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. Upon the request of the AESO, the Generator shall: (i) provide to the AESO information and documentation confirming to the satisfaction of the AESO, acting reasonably, that such Commercially Reasonable Efforts were used, and (ii) represent and warrant that such information and documentation are true, complete and accurate in all material respects and that no material information is omitted that would make such information or documentation misleading or inaccurate. (d) The Party invoking Force Majeure shall provide the other Party with any new information or other documentation that is receives or becomes aware of from time to time with respect to the event of Force Majeure (including any information or documentation that renders previously provided information materially inaccurate or misleading). In particular, the Party invoking Force Majeure shall give prompt written notice to the other Party as soon as the event of Force Majeure has ceased or terminated, and of the time when performance of its affected obligations can be resumed. (e) A Party may make multiple but not duplicative claims in respect of the occurrence of an event of defaultForce Majeure, provided however that and both Parties may make claims in respect of the same event of Force Majeure. (f) Nothing in this Section 11.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bg) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start Generator to: (i) delay achieving or completing any of the Key Development Milestones, or (ii) to not achieve Commercial Operation by Target COD, then each of the Commencement of Construction Longstop Date, Target COD, and the COD Longstop Date shall be extended for such reasonable period of delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract. After the Commercial Operation Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term. (h) Where a Generator has invoked Force Majeure as provided in Section 11.1(b) and where such period or periods of Force Majeure (as determined with respect to each such period from the date the Force Majeure was deemed to be invoked under Section 11.1(b) until the termination of the event or circumstances constituting Force Majeure as provided in Section 11.1(d)) were in effect (whether prior to or during the Support Period) for not less than: (i) eighteen (18) months in the case of a single Force Majeure; or (ii) an aggregate of twenty-four (24) months in the case of more than one such period; then notwithstanding anything in this Agreement to the contrary, either Party may terminate this Agreement upon notice to the other Party and without any costs or payments of any kind to either Party, and all Completion and Performance Security shall be returned or refunded (as applicable) to the Generator forthwith or in the case of security in the form of a letter of credit, returned for cancellation.

Effect of Invoking Force Majeure. (a) If either Party is unable to satisfy any If, by reason of its obligations hereunder due to Force Majeure, provided that the a Party makes Commercially Reasonable Efforts to avoidis unable, wholly or if unavoidablepartially, to correct the reason for such delay perform or failure and gives the other Party prompt notice of such delay or failurecomply with its material obligations hereunder, then such that Party shall will be excused and relieved on a day for day basis from its obligation performing or complying with such obligations for the period of time in which such Force Majeure will continue and for any liability for such non-performance or non-compliance during that period. (b) A Party invoking Force Majeure will give the other Party written notice within ten (10) Business Days of the commencement and of the termination of Force Majeure, respectively. (c) If, by reason of one or more events of Force Majeure, the Participant is unable to satisfy such obligation achieve the In-Service Date in respect of a Project by the earlier of (i) the 3rd anniversary of the date of the applicable Incentive Schedule and its failure (ii) the Program Expiry Date, then the IESO may terminate the applicable Incentive Schedule upon notice to do so the Participant or the Participant may terminate the Incentive Schedule upon notice to the IESO. Upon termination of an Incentive Schedule pursuant to this Section 10.1(c), the Participant will not constitute an event forthwith repay to the IESO any amounts paid to the Participant in accordance with the Incentive Schedule which, as of defaultthe date of termination, provided however that exceeded the amount of Eligible Costs actually incurred and paid by the Participant in accordance with the Incentive Schedule, following which, any Performance Security given in respect of this Incentive Schedule will be returned to the Participant. (d) Nothing in this Section 10.1 will relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the Force Majeure event. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.

Effect of Invoking Force Majeure. (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all or any part of the Contract Capacity or is unable to deliver Electricity from the Facility; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve a Milestone Event by the relevant Milestone Date; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party’s failure to do so will not constitute perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. Notwithstanding the foregoing, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, to the extent that the Supplier is able to deliver a portion of the Contract Capacity and Electricity from the Facility despite an event of defaultForce Majeure, then the calculation of payment will be made with respect to such portion of the Contract Capacity and Electricity delivered in accordance with Exhibit J. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice, written or oral (but if oral, promptly confirmed in writing) of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit I, provided however that such notice shall be given as follows: (i) within ten (10) Business Days of the date that the Party invoking Force Majeure knew or ought to have known that the event of circumstances constituting Force Majeure could have a Material Adverse Effect on the critical path of the project schedule for the development and construction of the Facility where the event or circumstances constituting Force Majeure occur prior to COD; or (ii) within ten (10) Business Days of the commencement of the event or circumstances constituting Force Majeure where the event or circumstances constituting Force Majeure occur on or after COD. If the effect of the Force Majeure and full particulars of the cause thereof cannot be reasonably determined within such ten (10) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars, in substantially the form set forth as Exhibit I, to the other Party. For greater certainty, the reporting or discussion of a Force Majeure event provided in a periodic report from the Supplier to the Buyer pursuant to Section 2.7 shall not constitute sufficient notice of the occurrence of a Force Majeure event. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. (d) The Party invoking Force Majeure shall give prompt written notice of the termination of the event of Force Majeure, provided that such notice shall be given within ten (10) Business Days of the termination of the event or circumstances constituting Force Majeure. (e) Nothing in this Section 11.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless Supplier to not achieve a Milestone Event by the relevant Milestone Date, then such Milestone Date shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract. After the Term Commencement Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term. (g) If an event of Force Majeure described in Section 11.3(h) has delayed the COD by more than 365 days after the original Milestone Date for attaining Commercial Operation of the Facility (prior to any extension pursuant to Section 11.1(f)), then notwithstanding anything in this Agreement to the contrary, while the delay that is a result of the event of Force Majeure is continuing, the Supplier at its sole option may terminate this Agreement upon notice to the Buyer and without any costs or payments of any kind to either Party pursuant to this Agreement, and all security shall be returned forthwith. (h) If, by reason of Force Majeure, the COD is delayed by more than twenty-four (24) months after the original Milestone Date for attaining Commercial Operation of the Facility (prior to any extension pursuant to Section 11.1(f)), then notwithstanding anything in this Agreement to the contrary, either Party may terminate this Agreement upon notice to the other Party and without any costs or payments of any kind to either Party, and all security shall be returned forthwith. (i) If, by reason of Force Majeure, the Supplier is unable to perform or comply with its obligations (other than payment obligations) hereunder for more than an aggregate of thirty-six (36) months in any sixty (60) month period during the Term, then either Party may terminate this Agreement upon notice to the other Party without any costs or payments of any kind to either Party, except for any amounts that were due or payable by a Party hereunder up to the date of termination, and all security shall be returned forthwith.

Effect of Invoking Force Majeure. ‌ (a) If either Party is unable to satisfy any of its obligations hereunder due to Force Majeure, provided that the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party shall be excused and relieved from its obligation to satisfy such obligation and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the Force Majeure event. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.

Effect of Invoking Force Majeure. ‌ (a) If either Party is unable to satisfy any of its obligations hereunder due to Force Majeure, provided that the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party shall be excused and relieved from its obligation to satisfy such obligation and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure.Majeure.‌ (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure:Majeure:‌ (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; andand‌ (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein.herein.‌ (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the Force Majeure event.event.‌ (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.Term.‌

Effect of Invoking Force Majeure. ‌ (a) If If, by reason of any act, event, cause or condition that constitutes Force Majeure hereunder:‌ (i) the Supplier is unable to make available all or any part of the Contract Capacity during the Term or is unable to deliver Electricity from the Facility during the Term; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, or the Supplier is unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve Commercial Operation by the Milestone Date for Commercial Operation or the Longstop Date; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation to satisfy performing or complying with such obligation obligations (other than payment obligations) or meeting such timelines, as applicable, and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of liable for any amounts that were due and owing before liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the occurrence case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or that otherwise may become due comply during the continuance and payable during any period to the extent of the inability so caused from and after the invocation of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during . If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless Supplier to not achieve Commercial Operation by the Milestone Date for Commercial Operation, then the Milestone Date for Commercial Operation shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision . If an event of this ContractForce Majeure causes the Supplier to not achieve Commercial Operation by the Longstop Date and did not previously extend the Milestone Date for Commercial Operation as contemplated in the preceding sentence, then the Longstop Date shall be extended for such reasonable period of delay directly resulting from such Force Majeure event. Following the Commercial Operation Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.. Additionally, notwithstanding the prior paragraph of this Section 11.1(a), following the Commercial Operation Date, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, to the extent that the Supplier is able to deliver a portion of the Contract Capacity from the Facility despite an event of Force Majeure, then the calculation of Monthly Payment will be made with respect to such portion of the Monthly Contract Capacity in accordance with Exhibit J. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice in writing of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit H, provided that such notice shall be given within ten‌ Draft

Effect of Invoking Force Majeure. (a) If If, by reason of any act, event, cause or condition that constitutes Force Majeure hereunder: (i) the Supplier is unable to make available all or any part of the Monthly Contract Capacity during the Term or is unable to deliver Electricity from the Facility during the Term; or‌ Draft (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, or the Supplier is unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve Commercial Operation by the Milestone Date for Commercial Operation or the Longstop Date;‌‌ then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) or meeting such timelines, as applicable, and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party’s failure to do so will not constitute perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. If an event of defaultForce Majeure causes the Supplier to not achieve Commercial Operation by the Milestone Date for Commercial Operation, then the Milestone Date for Commercial Operation shall be extended for such reasonable period of delay directly resulting from such Force Majeure event. If an event of Force Majeure causes the Supplier to not achieve Commercial Operation by the Longstop Date and did not previously extend the Milestone Date for Commercial Operation as contemplated in the preceding sentence, then the Longstop Date shall be extended for such reasonable period of delay directly resulting from such Force Majeure event. Following the Commercial Operation Date, an event of Force Majeure shall not extend the Term. Additionally, notwithstanding the prior paragraph of this Section 11.1(a), following the Commercial Operation Date, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, then adjustments to the Monthly Payment with respect to the portion of the Monthly Contract Capacity affected by Force Majeure will be calculated in accordance with Exhibit J.‌ Draft (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice in writing of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit H, provided however that such notice shall be given within ten (10) Business Days of: (i) the commencement of the event or circumstances constituting Force Majeure; or (ii) the date that the Party invoking Force Majeure knew or ought to have known that the event or circumstances constituting Force Majeure could have a Material Adverse Effect on the development or operation of the Facility. Where a Party fails to provide notice of the commencement of the event or circumstances constituting Force Majeure within ten (10) Business Days of the commencement of such event or circumstances, such Party shall be deemed to have invoked Force Majeure with effect from the date when that Party gives to the other Party written notice in substantially the form as set forth in Exhibit H, of the event or circumstances constituting Force Majeure. If the effect of the Force Majeure and full particulars of the cause thereof cannot be relieved from reasonably determined within such ten (10) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars, in substantially the form set forth as Exhibit H, to the other Party.‌‌ (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. Where the Supplier invokes Force Majeure, the Supplier shall: (i) provide to the Buyer information and documentation confirming to the satisfaction of the Buyer, acting reasonably, that such Commercially Reasonable Efforts were used, and (ii) represent and warrant that such information and documentation are true, complete and accurate in all material respects and that no material information is omitted that would make such information or documentation misleading or inaccurate.‌ (d) The Party invoking Force Majeure shall give prompt written notice of the termination of the event of Force Majeure, provided that such notice shall be given within ten (10) Business Days of the termination of the event or circumstances constituting Force Majeure.‌ (e) Nothing in this Section 11.1 shall relieve a Party of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure.Majeure.‌ (bf) In the event the Participant fails to complete the Supplemental Registration If, by the end reason of the Supplemental Registration Period due to Force Majeure: , the Supplier is unable to perform or comply with its obligations (iother than payment obligations) hereunder for more than an aggregate of thirty-six (36) months in any sixty (60) month period during the Participant will have an additional period of time equal Term, then either Party may terminate this Agreement upon notice to the duration other Party without any costs or payments of the Force Majeure event any kind to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on either Party, except for any amounts that were due or payable by a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior hereunder up to the start date of the Force Majeure event. (d) Notwithstanding any other provision of this Contracttermination, an event of Force Majeure that occurs following the Supplemental Registration Period and all security shall not serve to extend the Term.be returned forthwith.‌

Effect of Invoking Force Majeure. ‌ (a) If If, by reason of Force Majeure:‌ (i) the Supplier is unable to make available all or any part of the Contract Capacity during the Term or is unable to deliver Electricity from the Facility during the Term; or (ii) either Party is unable unable, wholly or partially, to satisfy any of perform or comply with its other obligations hereunder due to Force Majeure, provided that (other than payment obligations) hereunder; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. Notwithstanding the foregoing, Force Majeure shall not relieve or impact the timing of the Supplier’s obligation to satisfy complete the Pre-Term Capacity Verification in accordance with Section 2.2. Additionally, notwithstanding the prior paragraph of this Section 11.1(a), during such obligation time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, to the extent that the Supplier is able to deliver a portion of the Contract Capacity and its failure to do so will not constitute Electricity from the Facility despite an event of defaultForce Majeure, then the calculation of Monthly Payment will be made with respect to such portion of the Contract Capacity and Electricity delivered in accordance with Exhibit J. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice, written or oral (but if oral, promptly confirmed in writing) of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit H, provided however that such notice shall be given within ten (10) Business Days of the‌ commencement of the event or circumstances constituting Force Majeure. Where a Party fails to provide notice of the commencement of the event or circumstances constituting Force Majeure within ten (10) Business Days of the commencement of such event or circumstances, such Party shall be deemed to have invoked Force Majeure with effect from the date when that Party gives to the other Party written notice in substantially the form as set forth in Exhibit H, of the event or circumstances constituting Force Majeure. If the effect of the Force Majeure and full particulars of the cause thereof cannot be relieved from reasonably determined within such ten (10) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars, in substantially the form set forth as Exhibit H, to the other Party. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. (d) The Party invoking Force Majeure shall give prompt written notice of the termination of the event of Force Majeure, provided that such notice shall be given within ten (10) Business Days of the termination of the event or circumstances constituting Force Majeure.‌ (e) Nothing in this Section 11.1 shall relieve a Party of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration If, by the end reason of the Supplemental Registration Period due to Force Majeure: , the Supplier is unable to perform or comply with its obligations (iother than payment obligations) hereunder for more than an aggregate of thirty-six (36) months in any sixty (60) month period during the Participant will have an additional period of time equal Term, then either Party may terminate this Agreement upon notice to the duration other Party without any costs or payments of the Force Majeure event any kind to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on either Party, except for any amounts that were due or payable by a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior hereunder up to the start date of the Force Majeure eventtermination, and all security shall be returned forthwith. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.

Effect of Invoking Force Majeure. (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all or any part of the DSM Project Equivalent Capacity; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to satisfy any of its obligations hereunder due to Force Majeureachieve a Milestone Event by the relevant Milestone Date, provided that or the Supplier not achieving Commercial Operation on or before the date which is one (1) year or eighteen (18) months after the Milestone Date for Commercial Operation, as applicable; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation to satisfy performing or complying with such obligation obligations (other than payment obligations) and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. Notwithstanding the foregoing, during such time as the Supplier is so unable to perform or comply as a result of a Force Majeure, no calculations pursuant to Exhibit J shall be made, and no amounts (including Monthly Payments) shall be payable in respect of such time. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice, written or oral (but if oral, promptly confirmed in writing) of the effect of the Force Majeure and reasonably full particulars of the cause thereof. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. (d) The Party invoking Force Majeure shall give prompt notice, written or oral (but if oral, promptly confirmed in writing) of the termination of the event of Force Majeure. (e) Nothing in this Section 10.1 shall relieve a Party of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and causes the Supplier to not achieve a Milestone Event by the relevant Milestone Date or to not achieve Commercial Operation on or before the date which is continuing during one (1) year after the Commitment Period regardless Milestone Date for Commercial Operation, as applicable, then such Milestone Date shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract. After the Term Commencement Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the TermTerm of this Agreement. (g) If an event of Force Majeure described in Section 10.3(h) has delayed the Commercial Operation Date by more than 365 days after the original Milestone Date (prior to any extension pursuant to Section 10.1(f)) set out for attaining Commercial Operation of the DSM Project, then notwithstanding anything in this Agreement to the contrary, while the delay that is the result of the event of Force Majeure is continuing, the Supplier at its sole option may terminate this Agreement upon notice to the Buyer and without any costs or payments of any kind to either Party, and all security shall be returned forthwith. (h) If, by reason of Force Majeure, the Supplier is unable to perform or comply with its obligations (other than payment obligations) hereunder for more than three (3) continuous years (including the delay of the Commercial Operation Date by more than three (3) years after the original Milestone Date for Commercial Operation, prior to any extension pursuant to Section 10.1(f)), then notwithstanding anything in this Agreement to the contrary, while the delay that is a result of the event of Force Majeure is continuing, either Party may terminate this Agreement upon notice to the other Party and without any costs or payments of any kind to either Party, and all security shall be returned forthwith.

Effect of Invoking Force Majeure. ‌ Draft (a) If If, by reason of Force Majeure:‌ (i) the Supplier is unable to make available all or any part of the Contract Capacity during the Term or is unable to deliver Electricity from the Facility during the Term; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve Commercial Operation by the Milestone Date for Commercial Operation or the Longstop Date; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation to satisfy performing or complying with such obligation obligations (other than payment obligations) and its failure to do so will not constitute an event of default, provided however that a Party shall not be relieved from its obligation to make a payment of liable for any amounts that were due and owing before liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the occurrence case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to such Force Majeure and such Party’s failure to so perform or that otherwise may become due comply during the continuance and payable during any period to the extent of the inability so caused from and after the invocation of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during . If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless Supplier to not achieve Commercial Operation by the Milestone Date for Commercial Operation, then the Milestone Date for Commercial Operation shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract, . If an event of Force Majeure that occurs following causes the Supplemental Registration Period Supplier to not achieve Commercial Operation by the Longstop Date, then the Longstop Date shall not serve to be extended for such reasonable period of delay directly resulting from such Force Majeure event. An event of Force Majeure shall not, in any circumstances, extend the Term.. Additionally, notwithstanding the prior paragraph of this Section 11.1(a), following the Term Commencement Date, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, to the extent that the Supplier is able to deliver a portion of the Contract Capacity from the Facility despite an event of Force Majeure, then the calculation of Monthly Payment will be made with respect to such portion of the Contract Capacity and Electricity delivered in accordance with Exhibit J. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice in writing of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit H, provided that such notice shall be given within ten‌ Draft

Effect of Invoking Force Majeure. ‌ (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all or any portion of the Contract Capacity or is unable to Deliver or Withdraw Electricity, as applicable; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve Commercial Operation by the Milestone Date for Commercial Operation or the Longstop Date; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party’s failure to do so will perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt written notice of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in the Prescribed Form, provided that such notice shall be given as follows:‌ (i) within twenty (20) Business Days of the date that the Party invoking Force Majeure knew or ought to have known that the event of circumstances constituting Force Majeure could have a Material Adverse Effect on the critical path of the project schedule for the development and construction of the Facility where the event or circumstances constituting Force Majeure occur prior to COD; or (ii) within ten (10) Business Days of the commencement of the event or circumstances constituting Force Majeure where the event or circumstances constituting Force Majeure occur on or after COD. If the effect of the Force Majeure and full particulars of the cause thereof cannot constitute be reasonably determined within such ten (10) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars, in the Prescribed Form, to the other Party. Where a Party providing notice of an event of defaultForce Majeure fails to provide notice of the commencement of such event in accordance with the foregoing, such Party shall be deemed to have invoked Force Majeure with effect from the date when that Party gives to the other Party written notice in the Prescribed Form, of the event or circumstance constituting Force Majeure. For greater certainty, the reporting or discussion of a Force Majeure event provided in a periodic report from the Supplier to the Sponsor pursuant to Section 2.5 shall not constitute sufficient notice of the occurrence of a Force Majeure event. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. (d) The Party invoking Force Majeure shall give prompt written notice of the termination of the event of Force Majeure, provided however that such notice shall be given within twenty (20) Business Days of the termination of the event or circumstances constituting Force Majeure.‌ (e) Nothing in this Section 11.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (b) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the Force Majeure event. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term.

Effect of Invoking Force Majeure. ‌ (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all or any part of the Contract Capacity or is unable to deliver Electricity from the Facility; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve Upgrade In-Service by the Milestone Date for Upgrade In-Service; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party’s failure to do so will not constitute perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. Notwithstanding the foregoing, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, to the extent that the Supplier is able to deliver a portion of the Contract Capacity and Electricity from the Facility despite an event of defaultForce Majeure, then the calculation of payment will be made with respect to such portion of the Contract Capacity and Electricity delivered in accordance with Exhibit J. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice, written or oral (but if oral, promptly confirmed in writing) of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit I, provided however that such notice shall be given within ten (10) Business Days of the commencement of the event or circumstances constituting Force Majeure. If the effect of the Force Majeure and full particulars of the cause thereof cannot be reasonably determined within such ten (10) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars, in substantially the form set forth as Exhibit I, to the other Party. For greater certainty, the reporting or discussion of a Force Majeure event provided in a periodic report from the Supplier to the Buyer pursuant to Section 2.2 shall not constitute sufficient notice of the occurrence of a Force Majeure event.‌ (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. (d) The Party invoking Force Majeure shall give prompt written notice of the termination of the event of Force Majeure, provided that such notice shall be given within ten (10) Business Days of the termination of the event or circumstances constituting Force Majeure.‌ (e) Nothing in this Section 11.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an An event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the Force Majeure event. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term. (g) If, by reason of Force Majeure, the Supplier is unable to perform or comply with its obligations (other than payment obligations) hereunder for more than an aggregate of thirty-six (36) months in any sixty (60) month period during the Term, then either Party may terminate this Agreement upon notice to the other Party without any costs or payments of any kind to either Party, except for any amounts that were due or payable by a Party hereunder up to the date of termination, and all security shall be returned forthwith.

Effect of Invoking Force Majeure. (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all or any part of the Contracted Demand Reduction; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to satisfy any of its obligations hereunder due to Force Majeureachieve a Milestone Event by the relevant Milestone Date, provided that or the Supplier not achieving Commercial Operation on or before the date which is six (6) months or one (1) year after the Commercial Operation Milestone Date, as applicable, then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party’s failure to do so will not constitute perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party, within ten (10) days of the event or circumstances constituting Force Majeure, notice, written or oral (but if oral, York Region DR Contract Released November 30, 2005 promptly confirmed in writing), of the effect of the Force Majeure and reasonably full particulars of the cause thereof. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved, except where such Load Outage is otherwise caused by an event of defaultForce Majeure. (d) The Party invoking Force Majeure shall give prompt notice, provided however that written or oral (but if oral, promptly confirmed in writing), of the termination of the event of Force Majeure. (e) Nothing in this Section 10.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and causes the Supplier to not achieve a Milestone Event by the relevant Milestone Date, or to not achieve Commercial Operation on or before the date which is continuing during six (6) months after the Commitment Period regardless Milestone Date for Commercial Operation, as applicable, then such Milestone Date shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract. After the Term Commencement Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the TermTerm of this Agreement. (g) If, by reason of Force Majeure, the Supplier is unable to perform or comply with its obligations (other than payment obligations) hereunder for more than two (2) continuous years (including the delay of the first Commercial Operation Date by more than two (2) years after the first Commercial Operation Milestone Date, prior to any extension pursuant to Section 10.1(f)), then notwithstanding anything in this Agreement to the contrary, while the delay that is a result of the event of Force Majeure is continuing, either Party may terminate this Agreement upon notice to the other Party and without any costs or payments of any kind to either Party, and all security shall be returned forthwith.

Effect of Invoking Force Majeure. (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all or any part of the Contracted Demand Reduction; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to satisfy any of its obligations hereunder due to Force Majeureachieve a Milestone Event by the relevant Milestone Date, provided that or the Supplier not achieving Commercial Operation on or before the date which is one (1) year or eighteen (18) months after the Milestone Date for Commercial Operation, as applicable; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party’s failure to do so will not constitute perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. Notwithstanding the foregoing, during such time as the Supplier is so unable to perform or comply as a result of a Force Majeure, no calculations pursuant to Exhibit J shall be made, and no amounts shall be imputed or payable, in respect of such time. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice, written or oral (but if oral, promptly confirmed in writing) of the effect of the Force Majeure and reasonably full particulars of the cause thereof. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved, except where such Loan Outage is otherwise caused by an event of defaultForce Majeure. (d) The Party invoking Force Majeure shall give prompt notice, provided however that written or oral (but if oral, promptly confirmed in writing) of the termination of the event of Force Majeure. (e) Nothing in this Section 10.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and causes the Supplier to not achieve a Milestone Event by the relevant Milestone Date, or to not achieve Commercial Operation on or before the date which is continuing during one (1) year after the Commitment Period regardless Milestone Date for Commercial Operation, as applicable, then such Milestone Date shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract. After the Term Commencement Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the TermTerm of this Agreement. (g) If an event of Force Majeure described in Section 10.3(h) has delayed the Commercial Operation Date by more than 365 days after the original Milestone Date (prior to any extension pursuant to Section 10.1(f)) set out for attaining Commercial Operation of the DR Project, then notwithstanding anything in this Agreement to the contrary, while the delay that is a result of the event of Force Majeure is continuing, the Supplier at its sole option may terminate this Agreement upon notice to the Buyer and without any costs or payments of any kind to either Party, and all security shall be returned forthwith. (h) If, by reason of Force Majeure, the Supplier is unable to perform or comply with its obligations (other than payment obligations) hereunder for more than three (3) continuous years (including the delay of the Commercial Operation Date by more than three (3) years after the original Milestone Date for Commercial Operation, prior to any extension pursuant to Section 10.1(f)), then notwithstanding anything in this Agreement to the contrary, while the delay that is a result of the event of Force Majeure is continuing, either Party may terminate this Agreement upon notice to the other Party and without any costs or payments of any kind to either Party, and all security shall be returned forthwith.

Effect of Invoking Force Majeure. (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all of the Contract Capacity or is unable to Deliver or Withdraw Electricity, as applicable; or (ii) either Party is unable, wholly or partially, to perform or comply with its other obligations (other than payment obligations) hereunder, including the Supplier being unable to satisfy any of its obligations hereunder due to Force Majeure, provided that achieve Commercial Operation by the Milestone Date for Commercial Operation; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party’s failure to do so will perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt written notice of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in the Prescribed Form, provided that such notice shall be given as follows: (i) within twenty (20) Business Days of the date that the Party invoking Force Majeure knew or ought to have known that the event of circumstances constituting Force Majeure could have a Material Adverse Effect on the critical path of the project schedule for the development and construction of the Facility where the event or circumstances constituting Force Majeure occur prior to COD; or (ii) within ten (10) Business Days of the commencement of the event or circumstances constituting Force Majeure where the event or circumstances constituting Force Majeure occur on or after COD. If the effect of the Force Majeure and full particulars of the cause thereof cannot constitute be reasonably determined within such ten (10) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars, in the Prescribed Form, to the other Party. Where a Party providing notice of an event of defaultForce Majeure fails to provide notice of the commencement of such event in accordance with the foregoing, such Party shall be deemed to have invoked Force Majeure with effect from the date when that Parties gives to the other Party written notice in the Prescribed Form, of the event or circumstance constituting Force Majeure. For greater certainty, the reporting or discussion of a Force Majeure event provided in a periodic report from the Supplier to the Sponsor pursuant to Section 2.5 shall not constitute sufficient notice of the occurrence of a Force Majeure event. (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. (d) The Party invoking Force Majeure shall give prompt written notice of the termination of the event of Force Majeure, provided however that such notice shall be given within twenty (20) Business Days of the termination of the event or circumstances constituting Force Majeure. (e) Nothing in this Section 11.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails Prior to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the COD, Force Majeure event to complete shall apply on the Supplemental Registration; and (ii) in basis of whole calendar days only. On or after COD, Force Majeure shall apply on the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms hereinbasis of whole Storage Days only. (cg) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during If an event of Force Majeure that occurs and is continuing during causes the Commitment Period regardless Supplier to not achieve Commercial Operation by the Milestone Date for Commercial Operation, then the Milestone Date for Commercial Operation shall be extended for such reasonable period of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the delay directly resulting from such Force Majeure event. (d) Notwithstanding any other provision of this Contract. After the Term Commencement Date, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term. (h) If, prior to COD, the aggregate duration of all events of Force Majeure exceeds twenty-four (24) months, or any single event of Force Majeure has a duration of greater than eighteen (18) months, then notwithstanding anything in this Agreement to the contrary, either Party may terminate this Agreement upon notice to the other Party and without any costs or payments of any kind to either Party, and all security shall be returned forthwith. (i) If, on or following COD, by reason of Force Majeure, the Supplier is unable to perform or comply with its obligations (other than payment obligations) hereunder for more than an aggregate of thirty-six (36) months in any sixty (60) month period during the Term, then either Party may terminate this Agreement upon notice to the other Party without any costs or payments of any kind to either Party, except for any amounts that were due or payable by a Party hereunder up to the date of termination, and all security shall be returned forthwith.

Effect of Invoking Force Majeure. ‌ (a) If If, by reason of Force Majeure: (i) the Supplier is unable to make available all or any part of the Contract Capacity or is unable to deliver Electricity from the Facility using either or both of RFO and Gas; or (ii) either Party is unable unable, wholly or partially, to satisfy any of perform or comply with its other obligations hereunder due to Force Majeure, provided that (other than payment obligations) hereunder; then the Party makes Commercially Reasonable Efforts to avoid, or if unavoidable, to correct the reason for such delay or failure and gives the other Party prompt notice of such delay or failure, then such Party so affected by Force Majeure shall be excused and relieved from its obligation performing or complying with such obligations (other than payment obligations) and shall not be liable for any liabilities, damages, losses, payments, costs, expenses (or Indemnifiable Losses, in the case of the Supplier affected by Force Majeure) to, or incurred by, the other Party in respect of or relating to satisfy such obligation Force Majeure and its such Party’s failure to do so will not constitute perform or comply during the continuance and to the extent of the inability so caused from and after the invocation of Force Majeure. Notwithstanding the foregoing, during such time as the Supplier is so unable to perform or comply with its obligations as a result of a Force Majeure, to the extent that the Supplier is able to deliver a portion of the Contract Capacity and Electricity from the Facility despite an event of defaultForce Majeure, then the calculation of payment will be made with respect to such portion of the Contract Capacity and Electricity delivered in accordance with Exhibit J. (b) A Party shall be deemed to have invoked Force Majeure with effect from the commencement of the event or circumstances constituting Force Majeure when that Party gives to the other Party prompt notice, written or oral (but if oral, promptly confirmed in writing) of the effect of the Force Majeure and reasonably full particulars of the cause thereof, in substantially the form as set forth in Exhibit I, provided however that such notice shall be given within ten (10) Business Days of the commencement of the event or circumstances constituting Force Majeure. If the effect of the Force Majeure and full particulars of the cause thereof cannot be reasonably determined within such ten (10) Business Day period, the Party invoking Force Majeure shall be allowed a further ten (10) Business Days (or such longer period as the Parties may agree in writing) to provide such full particulars, in substantially the form set forth as Exhibit I, to the other Party.‌ (c) The Party invoking Force Majeure shall use Commercially Reasonable Efforts to remedy the situation and remove, so far as possible and with reasonable dispatch, the Force Majeure, but settlement of strikes, lockouts and other labour disturbances shall be wholly within the discretion of the Party involved. (d) The Party invoking Force Majeure shall give prompt written notice of the termination of the event of Force Majeure, provided that such notice shall be given within ten (10) Business Days of the termination of the event or circumstances constituting Force Majeure.‌ (e) Nothing in this Section 11.1 shall relieve a Party shall not be relieved from of its obligation obligations to make a payment payments of any amounts that were due and owing before the occurrence of the Force Majeure or that otherwise may become due and payable during any period of Force Majeure. (bf) In the event the Participant fails to complete the Supplemental Registration by the end of the Supplemental Registration Period due to Force Majeure: (i) the Participant will have an additional period of time equal to the duration of the Force Majeure event to complete the Supplemental Registration; and (ii) in the event the Supplemental Registration is completed on a date that falls within the Commitment Period, the Participant will only receive Availability Payments following such date and in accordance with the terms herein. (c) Notwithstanding any Planned Outages or Forced Outages (unrelated to Force Majeure), the Participant will not be subject to Non-performance Charges during an An event of Force Majeure that occurs and is continuing during the Commitment Period regardless of which Party declared Force Majeure and provided the Supplemental Registration for the Contracted DER was successfully completed prior to the start of the Force Majeure event. (d) Notwithstanding any other provision of this Contract, an event of Force Majeure that occurs following the Supplemental Registration Period shall not serve to extend the Term. (g) If, by reason of Force Majeure, the Supplier is unable to perform or comply with its obligations (other than payment obligations) hereunder for more than an aggregate of thirty-six (36) months in any sixty (60) month period during the Term, then either Party may terminate this Agreement upon notice to the other Party without any costs or payments of any kind to either Party, except for any amounts that were due or payable by a Party hereunder up to the date of termination, and all security shall be returned forthwith.