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AL
<br />FUELS
<br />Agreement and same is not remedied to the other Party's reasonable satisfaction within thirty (30)
<br />days after receipt of written notice thereof; provided however, then, so long as the defaulting Party
<br />has begun all reasonable efforts to cure such Default and within ten (10) days after the Notice of
<br />Default is diligently pursuing the curing of such Default then the defaulting Party shall have an
<br />additional period of twenty (20) days from receipt of such Notice of Default (or sixty (60) days total)
<br />within which to cure the Default;
<br />(11) A Party fails to perform any material covenant or obligation set forth In this Master Agreement
<br />or any applicable Transaction Confirmation issued hereunder, if such failure is not remedied to the
<br />other Party's reasonable satisfaction within thirty (30) days after receipt of written notice thereof,
<br />provided, however, that the failure or omission of either Party to comply with the RFS or LCFS will
<br />not constitute a Default for a period of thirty (30) days following receipt of written notice of such
<br />failure to perform, so long as such Party has taken and is taking commercially reasonable steps to
<br />cure such compliance failure or omission; or
<br />(Ili) A Party (a) makes an assignment or any general arrangement for the benefit of creditors; (b)
<br />files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a
<br />proceeding or case under any bankruptcy or similar law for the protection of creditors or has such
<br />petition filed or proceeding commenced against it; (c) otherwise becomes bankrupt or Insolvent
<br />(however evidenced); (d) is unable to pay its debts as they fall due; (e) has a receiver, provisional
<br />liquldator, conservator, custodian, trustee or other similar official appointed with respect to it or
<br />substantially all of Its assets.
<br />Each of the foregoing events described In clauses (I)-(iii) above shall be referred to herein as a "Default;
<br />10, Remedies, Upon the occurrence of a Default with respect to a Party (such party, the "Defaulting
<br />Party"), the non -defaulting Party (the "Performing Party") shall in its sole discretion and upon five (5)
<br />Business Days' notice to the Defaulting Party, be entitled to do any one or more of the following; (i)
<br />suspend its performance under this Agreement, (11) terminate this Agreement effective upon the date of
<br />such notice, and (ill) proceed against the Defaulting Party for damages. Notwithstanding the foregoing,
<br />(a) in the event that Supplier fails to pay the Dispenser Share, and such failure is due to disruptions in
<br />the supply of Biogas, as provided in a written notice of same from Supplier to Dispenser, either party
<br />may terminate the Transaction Confirmation associated with such Station for which Supplier failed to
<br />make such payment on 30 days' written notice to the other Party, and Dispenser's damages shall be
<br />limited to the Dispenser Share calculated as the difference between (1) the applicable pro•rata RNG
<br />Contract Quantity for a rolling six (6)-month period prior to such notice and (it) the Vehicle Fuel
<br />dispensed at the Station for the same period with respect to each such Station.
<br />Except as otherwise expressly limited herein, the Performing Party's rights hereunder are in addition to,
<br />and not in limitation or exclusion of, any other rights that it may have (whether by agreement, operation
<br />of law, equitable principles or otherwise),
<br />11. Change in Law. In the event a legislative, executive, judicial, administrative, or regulatory body
<br />materially changes or updates any applicable law, regulation, rule, protocol or interpretative guidance
<br />that results in an adverse impact (A) in respect of the costs or benefits of the Dispensing Agreement to
<br />either Party or (B) to either Party's ability to comply with the RFS, or any other applicable Law, then,
<br />promptly upon written request by the affected Party, the Parties shall enter into good faith negotiations to
<br />amend the Dispensing Agreement to maintain the original Intent and economic position of each Party. If,
<br />after sixty (60) days of the Initiation of such negotiations, the Parties cannot resolve to their mutual
<br />satisfaction a mutually agreeable solution to the Change in Law, either Party may terminate the
<br />Dispensing Agreement on seven (7) days' written notice to the other Party.
<br />12. Force Majeure, Neither Party shall be liable to the other for failure to perform an obligation, to the
<br />extent such failure was caused by Force Majeure• Neither Party shall be entitled to the benefit of the
<br />provisions of Force Majeure to the extent performance is affected by any or all of the following
<br />OPAL FmIs Station SPI*e51.1.C, llkla TmSV EWgY LLC - One Nodh LB.lingipp Avgnug. Whilo Pioins. NY 10601 • ._ . OnallVeh Gq,n
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