Common use of Notice of Discriminatory Action Clause in Contracts

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌ (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1. (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying to curtail the Must-Offer ObligationElectricity demand of the Load as a direct result of the operation of the Control Equipment or to make the Contracted Demand Reduction available and adversely affects the revenues of the Supplier; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌applicable. (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.115.2. (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e12.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii12.3(e)(ii) and Sections 16.1 15.1 and 16.2 15.2 shall not apply to such determination.‌determination.

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must The Concessionaire shall give a notice (the “Preliminary Notice”) to the Buyer Grantor within sixty (60) 30 days after following the date on which the Supplier Concessionaire first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) 180 days after following the date of receipt giving of the Preliminary Notice, the Supplier Concessionaire must give another notice (the “Notice of Discriminatory Action”). A , which Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that which has occurred; (ii) details of the effect of the said such occurrence that which is borne by the SupplierConcessionaire; (iii) details of the manner in which material adverse effect of such occurrence on the Discriminatory Action increases economic position of the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer ObligationConcessionaire; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation calculation thereof. . (b) The Buyer Grantor shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, be entitled by notice to require the Supplier Concessionaire to provide such further supporting particulars as the Buyer considers Grantor may consider necessary, acting reasonably. (bc) If the Buyer Grantor wishes to dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, or both, the Buyer Grantor shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, Concessionaire within thirty (30) 30 days after following the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after stating the date of receipt of the further supporting particulars, as applicable.‌grounds for such dispute. (cd) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) 30 days after following the date of receipt of the Notice of Dispute by the SupplierConcessionaire, the dispute of the occurrence of a Discriminatory Action matter shall be submitted to mandatory and binding arbitration the dispute resolution procedure in accordance with Section 16.2 without first having to comply with Section 16.1Article 32. (de) If the Buyer Grantor does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer Grantor shall pay to the Supplier the amount of Discriminatory Action Compensation claimed to the Concessionaire within sixty (60) 60 days after following the date of receipt of the Notice of Discriminatory Action. Action together with interest at the Variable Interest Rate from the date of receipt of the Notice of Discriminatory Action to the date on which payment is made. (f) If a Notice of Dispute has been given, the Buyer Grantor shall pay to the Supplier the Discriminatory Action Compensation‌ Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later amount of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If as finally determined to the Buyer wishes to dispute Concessionaire within 60 days following the amount date of determination of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of interest at the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after Variable Interest Rate from the date of receipt of the Notice of Discriminatory Action Compensation Notice, to the Supplier shall be deemed date on which payment is made. (g) The parties will use commercially reasonable efforts to have accepted agree on the Discriminatory Action Compensation. If the parties cannot agree on the Discriminatory Action Compensation Amount so proposed. If within 90 business days after the Supplier Non-acceptance Notice is givendate of the Discriminatory Action, then the Buyer Discriminatory Action Compensation shall be determined by a Valuator in accordance with the following procedure: (i) The Grantor and the Supplier Concessionaire shall attempt jointly appoint a Valuator (the “First Valuator”) to determine the Discriminatory Action Compensation Amount through negotiationCompensation. If the parties are unable to agree upon the First Valuator within 21 days, the Grantor and the Concessionaire shall jointly make application (provided that if a party does not participate in such application, the other party may make application alone) under the Commercial Arbitration Act to a judge of the British Columbia Supreme Court to appoint a First Valuator, and any amount so agreed in writing the provisions of the Commercial Arbitration Act shall be govern such appointment. The First Valuator shall determine the Discriminatory Action Compensation Amount. If within 60 days following his or her appointment and shall deliver to each party a written report (the Buyer and “First Valuation Report”) setting out its determination. (ii) Either party may within 30 days of its receipt of the Supplier do not agree in writing upon First Valuation Report provide written notice to the other party advising that it wishes to have a second determination of the Discriminatory Action Compensation Amount undertaken. If no such notice is given, the First Valuation Report shall be final and binding on the parties. If such notice is given, the parties shall forthwith meet for the purpose of identifying and retaining a second valuator (the “Second Valuator”) to prepare a second determination of the Discriminatory Action Compensation. In the event the parties do not agree upon a Second Valuator within sixty (60) 21 days after the date of receipt delivery of the Supplier Non-acceptance Noticenotice referred to in this paragraph, then the parties shall jointly make application (provided that if a party does not participate in such application, the other party may make application alone) under the Commercial Arbitration Act to a judge of the British Columbia Supreme Court to appoint a Second Valuator, and the provisions of the Commercial Arbitration Act shall govern such appointment. (iii) The Second Valuator shall prepare and deliver to each of the parties a written report (the “Second Valuation Report”) setting out its determination of the Discriminatory Action Compensation as soon as possible, and in any event within 45 days after being retained. Where a Second Valuation Report has been prepared, the Discriminatory Action Compensation Amount shall be determined equal to the average of the determinations set out in accordance with the procedure set forth in Section 13.3(e)(iiFirst Valuation Report and the Second Valuation Report. (iv) In order to facilitate the determination of the Discriminatory Action Compensation by a Valuator, each of the Grantor and Sections 16.1 the Concessionaire shall provide to the Valuator such information as may be requested by the Valuator, acting reasonably, and 16.2 shall not apply permit the Valuator and its representatives to have reasonable access during normal business hours to such determination.‌information and to take extracts therefrom and to make copies thereof. (v) The Discriminatory Action Compensation as determined above shall be final and conclusive and not subject to any appeal and Article 32 will not apply. (vi) Subject to Section 31.1(g), payment of the Discriminatory Action Compensation by the Grantor to the Concessionaire shall constitute full and final satisfaction of all amounts that may be claimed by the Concessionaire for and in respect of the occurrence of the Discriminatory Action and, upon such payment, each of the Grantor and the Concessionaire shall be released and forever discharged by the other from any and all liability in respect of such Discriminatory Action. (vii) The parties jointly shall pay all fees and expenses charged by the Valuators for preparing the First Valuation Report and the Second Valuation Report equally, except that if the Grantor requested the second valuation and the determination by the Second Valuator is equal to or greater than the First Valuation Report, the Grantor shall be solely responsible for all fees and expenses charged by the Second Valuator, and if the Concessionaire requested the second valuation and the determination by the Second Valuator is equal to or less than the First Valuation Report, the Concessionaire shall be solely responsible for all fees and expenses charged by the Second Valuator. (viii) The First Valuator and the Second Valuator shall be entitled to apply such principles of valuation as each considers appropriate in the circumstances and to retain such qualified independent appraisers as each may deem appropriate to assist with its valuation.

Notice of Discriminatory Action. ‌Draft (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌ (i) a statement of the Discriminatory Action that has occurred;occurred;‌ (ii) details of the effect of the said occurrence that is borne by the Supplier;Supplier;‌ (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌applicable.‌‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1.16.1.‌ (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determined.‌

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred;occurred;‌ (ii) details of the effect of the said occurrence that is borne by the Supplier;Supplier;‌ (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably.thereof.‌ (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1.16.1.‌ (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌determined.‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌of‌

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying to achieving Electricity savings that expressed as capacity using the Must-Offer Obligationconversion methodology specified by the Buyer is equal to or greater than the DSM Project Equivalent Capacity as a direct result of the operation of the Operating Equipment and adversely affects the revenues of the Supplier; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌applicable. (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.115.2. (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e12.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii12.3(e)(ii) and Sections 16.1 15.1 and 16.2 15.2 shall not apply to such determination.‌determination.

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier relevant Generator must give a notice (the “Preliminary Notice”) to the Buyer Counterparty stating that a Discriminatory Action has occurred. If the Discriminatory Action arises from any change in the interpretation, implementation or administration of Ontario Laws and Regulations by a Governmental Authority of the Province of Ontario manifested by the issuance to such Generator of an order, decision, judgment, injunction, decree, award, writ, ruling, licence, permit or certificate, such Preliminary Notice shall be delivered within sixty ninety (6090) days after the date on which such issuance occurs. If the Supplier Discriminatory Action arises from any change in any of the statutes of the Province of Ontario listed in Exhibit 12.3, or any of the regulations promulgated thereunder, as manifested by the enactment, amendment, re-enactment or replacement thereof, such Preliminary Notice shall be delivered within one (1) year after the date on which such enactment, amendment, re-enactment or replacement occurs and is made public. In respect of all other Discriminatory Actions, such Preliminary Notice shall be delivered within six (6) months after the date on which an officer of the general partner of such Generator first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurredAction. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier relevant Generator must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplierrelevant Generator; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier relevant Generator would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligationdelivery of the Electricity and Related Products from Xxxxx A, Xxxxx B or the Common Facilties, as applicable, or adversely affects the revenues of the relevant Generator; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer Counterparty shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier relevant Generator to provide such further supporting particulars as the Buyer Counterparty considers necessary, acting reasonably. (b) If the Buyer Counterparty wishes to dispute the occurrence of a Discriminatory Action, the Buyer Counterparty shall give a notice of dispute (the “Notice of Dispute”) to the Supplierrelevant Generator, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌applicable, failing which the Counterparty shall be deemed to have accepted the relevant Generator’s assertion that a Discriminatory Action has occurred. (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplierrelevant Generator, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration determined by either the Counterparty or the relevant Generator commencing a claim in accordance with Section 16.2 without first having to comply with Section 16.1the Ontario courts. (d) If the Buyer does not Counterparty wishes to dispute the occurrence of a Discriminatory Action or the amount of the Discriminatory Action Compensation claimed by the relevant Generator in the Notice of Discriminatory Action, the Buyer Counterparty shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty thirty (6030) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been givenby the relevant Generator, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier relevant Generator a notice (the “Discriminatory Action Compensation Dispute Notice”) setting out an amount that the Buyer Counterparty proposes as the Discriminatory Action Compensation (the “Counterparty’s Proposed Discriminatory Action Compensation Amount”), if any, together with details of the computation, failing which the Counterparty shall be deemed to have accepted the Discriminatory Action Compensation claimed in the Notice of Discriminatory Action. If the Supplier relevant Generator does not give notice (the “Supplier Non-Generator Non- acceptance Notice”) to the Buyer Counterparty stating that it does not accept the Counterparty’s Proposed Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌Action

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred;occurred;‌ (ii) details of the effect of the said occurrence that is borne by the Supplier;Supplier;‌ (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1.16.1.‌ Draft (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌determined.‌‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determination.‌ Draft

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or or‌ should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1.. Draft (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determined.‌

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer Sponsor within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer ObligationPhysical Operating Requirements; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer Sponsor shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer Sponsor considers necessary, acting reasonably. (b) If the Buyer Sponsor wishes to dispute the occurrence of a Discriminatory Action, the Buyer Sponsor shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌applicable. (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1. (d) If the Buyer Sponsor does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer Sponsor shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer Sponsor shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer Sponsor wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer Sponsor shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer Sponsor proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-Non- acceptance Notice”) to the Buyer Sponsor stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer Sponsor and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer Sponsor and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌ (ii) If the negotiation described in Section 13.3(e)(i) does not result in an agreement in writing on the Discriminatory Action Compensation Amount, either the Sponsor or the Supplier may, after the later of (A) the date on which a dispute with respect to the occurrence of a Discriminatory Action is resolved and (B) the date of the expiry of a period of thirty (30) days after the date of receipt of the Supplier Non-acceptance Notice, by notice to the other require the dispute to be resolved by arbitration as set out below. The Sponsor and the Supplier shall, within thirty (30) days after the date of receipt of such notice of arbitration, jointly appoint a valuator to determine the Discriminatory Action Compensation Amount. The valuator so appointed shall be a duly qualified business valuator where the individual responsible for the valuation has not less than ten

Notice of Discriminatory Action. ‌Draft (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌ (i) a statement of the Discriminatory Action that has occurred;occurred;‌ (ii) details of the effect of the said occurrence that is borne by the Supplier;Supplier;‌ (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably.thereof.‌ (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1.16.1.‌ (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determined.‌

Notice of Discriminatory Action. ‌Draft (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌ (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1.. Draft (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined.determined.‌ (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the the‌ Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determination. Draft

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligationdelivery of the Electricity and Related Products from the Contract Facility or making the Contract Capacity available and adversely affects the revenues of the Supplier; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌applicable. (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.115.2. (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e12.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii12.3(e)(ii) and Sections 16.1 15.1 and 16.2 15.2 shall not apply to such determination.‌determination.

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days days‌ after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1. (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined.determined.‌ Draft (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount amount‌ that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determination. Draft (ii) If the negotiation described in Section 13.3(e)(i) does not result in an agreement in writing on the Discriminatory Action Compensation Amount, either the Buyer or the Supplier may, after the later of (A) the date on which a dispute with respect to the occurrence of a Discriminatory Action is resolved and (B) the date of the expiry of a period of thirty (30) days after the date of receipt of the Supplier Non-acceptance Notice, by notice to the other require the dispute to be resolved by arbitration as set out below. The Buyer and the Supplier shall, within thirty (30) days after the date of receipt of such notice of arbitration, jointly appoint a valuator to determine the Discriminatory Action Compensation Amount. The valuator so appointed shall be a duly qualified business valuator where the individual responsible for the valuation has not less than ten (10) years’ experience in the field of business valuation. If the Buyer and the Supplier are unable to agree upon a valuator within such period, the Buyer and the Supplier shall jointly make application (provided that if a Party does not participate in such application, the other Party may make application alone) under the Arbitration Act, 1991 (Ontario) to a judge of the Superior Court of Justice to appoint a valuator, and the provisions of the Arbitration Act, 1991 (Ontario) shall govern such appointment. The valuator shall determine the Discriminatory Action Compensation Amount within sixty (60) Business Days after the date of his or her appointment. Pending a decision by the valuator, the Buyer and the Supplier shall share equally, and be responsible for their respective shares of, all fees and expenses of the valuator. The fees and expenses of the valuator shall be paid by the non-prevailing party. “Prevailing Party” means the Party whose determination of the Discriminatory Action Compensation Amount is most nearly equal to that of the valuator’s determination. The Supplier’s and the Buyer’s respective determinations of the Discriminatory Action Compensation Amount shall be based upon the Notice of‌ Discriminatory Action and the Discriminatory Action Compensation Notice, as applicable.

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌ (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying respect of Contracted Facility Operation, or adversely affects the Must-Offer Obligationrevenues of the Supplier from Electricity and Related Products in respect of Contracted Facility Operation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1. (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay adjust the Fixed Facility Capacity Payment for any remaining months in the Term to the Supplier the include an amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier account for the Discriminatory Action Compensation‌ Amount determined in accordance with Section 13.3(e) not later than sixty (60) days Compensation, such increase to be effective the first Settlement Month after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determinedAction, with retroactive adjustment, if necessary. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii12.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer Sponsor within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌ (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer ObligationObligations; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer Sponsor shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer Sponsor considers necessary, acting reasonably. (b) If the Buyer Sponsor wishes to dispute the occurrence of a Discriminatory Action, the Buyer Sponsor shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1. (d) If the Buyer Sponsor does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer Sponsor shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer Sponsor shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌determined.‌ (i) If the Buyer Sponsor wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer Sponsor shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer Sponsor proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer Sponsor stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the the‌ Supplier Non-acceptance Notice is given, the Buyer Sponsor and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer Sponsor and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determination. (ii) If the negotiation described in Section 13.3(e)(i) does not result in an agreement in writing on the Discriminatory Action Compensation Amount, either the Sponsor or the Supplier may, after the later of (A) the date on which a dispute with respect to the occurrence of a Discriminatory Action is resolved and (B) the date of the expiry of a period of thirty (30) days after the date of receipt of the Supplier Non-acceptance Notice, by notice to the other require the dispute to be resolved by arbitration as set out below. The Sponsor and the Supplier shall, within thirty (30) days after the date of receipt of such notice of arbitration, jointly appoint a valuator to determine the Discriminatory Action Compensation Amount. The valuator so appointed shall be a duly qualified business valuator where the individual responsible for the valuation has not less than ten (10) years’ experience in the field of business valuation. If the Sponsor and the Supplier are unable to agree upon a valuator within such period, the Sponsor and the Supplier shall jointly make application (provided that if a Party does not participate in such application, the other Party may make application alone) under the Arbitration Act, 1991 (Ontario) to a judge of the Superior Court of Justice to appoint a valuator, and the provisions of the Arbitration Act, 1991 (Ontario) shall govern such appointment. The valuator shall determine the Discriminatory Action Compensation Amount within sixty (60) Business Days after the date of his or her appointment. Pending a decision by the valuator, the Sponsor and the Supplier shall share equally, and be responsible for their respective shares of, all fees and expenses of the valuator. The fees and expenses of the valuator shall be paid by the non- prevailing party. “Prevailing Party” means the Party whose determination of the Discriminatory Action Compensation Amount is most nearly equal to that of the valuator’s determination. The Supplier’s and the Sponsor’s respective determinations of the Discriminatory Action Compensation Amount shall be based upon the Notice of Discriminatory Action and the Discriminatory Action Compensation Notice, as applicable.‌

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier;Supplier;‌‌‌‌‌‌ (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1.16.1.‌ Draft (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌determined.‌‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌Draft

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or or‌ should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1.. Draft (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined.determined.‌ (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determination.‌ Draft

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred;occurred;‌ (ii) details of the effect of the said occurrence that is borne by the Supplier;Supplier;‌ Draft (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; andand‌ (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌, (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1.16.1.‌ (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determined.‌

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or or‌ should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌include: (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1. (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined.determined.‌ (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌

Notice of Discriminatory Action. ‌ (a) In order to exercise its rights in the event of the occurrence of a Discriminatory Action, the Supplier must give a notice (the “Preliminary Notice”) to the Buyer within sixty (60) days after the date on which the Supplier first became aware (or should have been aware, using reasonable due diligence) of the Discriminatory Action stating that a Discriminatory Action has occurred. Within sixty (60) days after the date of receipt of the Preliminary Notice, the Supplier must give another notice (the “Notice of Discriminatory Action”). A Notice of Discriminatory Action must include:‌ (i) a statement of the Discriminatory Action that has occurred; (ii) details of the effect of the said occurrence that is borne by the Supplier; (iii) details of the manner in which the Discriminatory Action increases the costs that the Supplier would reasonably be expected to incur under this Agreement in satisfying the Must-Offer Obligation; and (iv) the amount claimed as Discriminatory Action Compensation and details of the computation thereof. The Buyer shall, after receipt of a Notice of Discriminatory Action, be entitled, by notice given within thirty (30) days after the date of receipt of the Notice of Discriminatory Action, to require the Supplier to provide such further supporting particulars as the Buyer considers necessary, acting reasonably. (b) If the Buyer wishes to dispute the occurrence of a Discriminatory Action, the Buyer shall give a notice of dispute (the “Notice of Dispute”) to the Supplier, stating the grounds for such dispute, within thirty (30) days after the date of receipt of the Notice of Discriminatory Action or within thirty (30) days after the date of receipt of the further supporting particulars, as applicable.‌ (c) If neither the Notice of Discriminatory Action nor the Notice of Dispute has been withdrawn within thirty (30) days after the date of receipt of the Notice of Dispute by the Supplier, the dispute of the occurrence of a Discriminatory Action shall be submitted to mandatory and binding arbitration in accordance with Section 16.2 without first having to comply with Section 16.1. (d) If the Buyer does not dispute the occurrence of a Discriminatory Action or the amount of Discriminatory Action Compensation claimed in the Notice of Discriminatory Action, the Buyer shall pay to the Supplier the amount of Discriminatory Action Compensation claimed within sixty (60) days after the date of receipt of the Notice of Discriminatory Action. If a Notice of Dispute has been given, the Buyer shall pay to the Supplier the Discriminatory Action Compensation‌ Compensation Amount determined in accordance with Section 13.3(e) not later than sixty (60) days after the later of the date on which the dispute with respect to the occurrence of a Discriminatory Action is resolved and the date on which the Discriminatory Action Compensation Amount is determined. (e) ‌ (i) If the Buyer wishes to dispute the amount of the Discriminatory Action Compensation, the Buyer shall give to the Supplier a notice (the “Discriminatory Action Compensation Notice”) setting out an amount that the Buyer proposes as the Discriminatory Action Compensation (the “Discriminatory Action Compensation Amount”), if any, together with details of the computation. If the Supplier does not give notice (the “Supplier Non-acceptance Notice”) to the Buyer stating that it does not accept the Discriminatory Action Compensation Amount proposed within thirty (30) days after the date of receipt of the Discriminatory Action Compensation Notice, the Supplier shall be deemed to have accepted the Discriminatory Action Compensation Amount so proposed. If the Supplier Non-acceptance Notice is given, the Buyer and the Supplier shall attempt to determine the Discriminatory Action Compensation Amount through negotiation, and any amount so agreed in writing shall be the Discriminatory Action Compensation Amount. If the Buyer and the Supplier do not agree in writing upon the Discriminatory Action Compensation Amount within sixty (60) days after the date of receipt of the Supplier Non-acceptance Notice, the Discriminatory Action Compensation Amount shall be determined in accordance with the procedure set forth in Section 13.3(e)(ii) and Sections 16.1 and 16.2 shall not apply to such determination.‌determined.‌