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CONFIDENTIAL
<br /> during the continuance of such event of default,upon which it will Force Majeure means any cause(s)not reasonably within
<br /> calculate in a commercially reasonable manner a settlement the control,and without fault or negligence,of the party affected
<br /> amount equal to its total Losses and Costs,if any,resulting from thereby and which by the exercise of reasonable due diligence by
<br /> termination of this Agreement. Costs shall include, but not be the affected party could not have been prevented, including
<br /> limited to,,reservation fees,reasonable attorneys' fees,and other without limitation, acts of God,civil disturbances, labor strike,
<br /> similar third-party transaction expenses incurred by a party in interruptions caused by governmental or court orders,inability of
<br /> terminating,liquidating or entering into new arrangements which the Delivery Company to provide transportation services.
<br /> replace any obligations assumed by such party due to the inability of MidAmerican^s transporter or supplier to provide
<br /> termination of this Agreement. Losses shall mean an amount natural gas or the curtailment of transportation service or the
<br /> equal to the nominal value of the economic loss to such party, breakage, accident or failure of interstate pipeline or Delivery
<br /> exclusive of Costs,resulting from termination of this Agreement. Company facilities. Neither economic hardship nor economic
<br /> The settlement amount will be due within ten(10)business days conditions will constitute a Force Majeure under this Agreement.
<br /> after the non-defaulting party has notified the defaulting party of In the event of a Force Majeure,Customer shall continue to be
<br /> the settlement amount. The non-defaulting party is obligated to obligated to make payments for all gas supply and related services
<br /> respond and act in a commercially reasonable manner and delivered to and consumed at its properties.
<br /> mitigate its damages.liabilities,Losses and Costs,
<br /> WARRANTIES. MIDAMERICAN WARRANTS ONLY
<br /> FAILURE OF DELIVERY. MidAmerican will not be liable for THAT IT HAS THE RIGHT TO SELL ENERGY SERVICES
<br /> any injury,loss,claim,expense,liability or damage resulting from AND THAT SUC14 ENERGY SERVICES ARE FREE FROM
<br /> failure by the Delivery Company,or interstate pipeline to provide ALL LIENS OF ANY KIND. MIDAMERICAN DISCLAIMS
<br /> transportation services or properly perform and/or timely process ANY OTHER WARRANTY OF ANY KIND, INCLUDING
<br /> any Customer enrollments or transportation requests. ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
<br /> MidAmerican is not responsible for Costs or penalties resulting FITNESS FOR A PARTICULAR PURPOSE.
<br /> from failure to deliver by the interstate pipeline or Delivery
<br /> Company. FINANCIAL RESPONSIBILITY. Each party agrees to
<br /> provide financial information reasonably requested by the other
<br /> NO CONSEQUENTIAL DAMAGES. In no event will either party to facilitate credit review. Each party certifies that all
<br /> party be liable to the other party or to any third-party, for any information provided to the other party is truthful and accurate
<br /> special,incidental,indirect,consequential,punitive or exemplary and all information obtained from the other party will be kept
<br /> damages or for any damages of a similar nature arising out of or confidential.
<br /> in connection with this Agreement. ASSIGNMENT. Neither party may assign this Agreement
<br /> INDEMNIFICATION. Each party agrees to indemnify,defend without the prior written authorization of the other party, which
<br /> and hold the other party harmless from and against all third-party consent will not be unreasonably withheld,conditioned or delayed.
<br /> claims for damages, liability and expenses relating to or arising Notwithstanding the fbrcgoing, either part), may assign this
<br /> out of damage to property or injury to persons(including death) Agreement to the resulting entity of a corporate restructuring or
<br /> resulting from the negligent acts,errors or omissions of a party or other successor in interest and shall provide immediate notice of
<br /> its agents. If the parties are held jointly and severably liable for such assignment.
<br /> any claim.damage,liability or expense of any third-party,a right
<br /> of contribution will exist between the parties. CONFIDENTIALITY. This Agreement and its terms are
<br /> confidential and shall not be disclosed to any third party except as
<br /> FORCE MAJEURE. If either party is unable,wholly or in part, required by law.
<br /> by Force Majeure(as defined below)to carry out its obligations
<br /> under this Agreement.and upon such party's giving written notice SEVERABILITY. If any provision(s)of this Agreement is held
<br /> and full particulars of such Force Majeure to the other party as to be invalid, illegal or unenforceable the remaining provisions
<br /> soon as practicable after the occurrence of the cause, the will remain in full force and effect.
<br /> obligations of the party giving notice,so far as its obligations are NON-WAIVER. Either party's failure at any time to require
<br /> affected by the Force Majeure, will be suspended during the strict performance by the other party of any provision of this
<br /> continuance of the Force Majeure. Each party shall seek to Agreement will not waive a party's right to demand strict
<br /> remedy the Force Majeure with all reasonable dispatch. IfaForce compliance at any other time.
<br /> Majeure lasts for fifteen (15) continuous days, the party not
<br /> subject to the Force Majeure has the option of terminating any RECORDED CONVERSATIONS. Phone conversations
<br /> affected Schedules at any time during the continuance of such between employees and/or authorized agents of the parties may be
<br /> Force Majeure. In the event of termination each party shall be recorded on tape or other electronic media to verify customer
<br /> entitled to calculate a settlement amount equal to its total Losses service quality and pricing terms. Unless a party expressly objects
<br /> and Costs, if any, resulting from termination of the affected to these recordings at the time of the recording,these recordings
<br /> Schedules and such amount shall be due from the other party within may be used as evidence in any proceeding or action relating to this
<br /> ten(€0)business days after the other party has been notified of the Agreement•
<br /> settlement amount.
<br /> ID:524551 2 of 3 Contract Number:
<br /> MES-RNGSA I A 1/1/2016—CUSTOM
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