12.3 If there is a reduction or discontinuance of taxes, levies or duties in effect as at the Commencement Date ESCo shall reduce the Heat Charges according to the amount of relief to the extent that the Heat Charges apply such taxes, levies or duties. 12.4 Any increase or decrease in the Heat Charges under this Clause 12 shall apply from the date that the relevant change in any tax, levy, duty or impost takes effect.

## 13. FORCE MAJEURE

13.1 Without prejudice to ESCo’s rights pursuant to Clause 8.3.2 and Schedule 6 of this Agreement and subject to the remaining provisions of this Clause 13, neither Party to this Agreement shall in any circumstances be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to a Force Majeure Event. 13.2 In the event that either Party is delayed or prevented from or hindered in performing its obligations under this Agreement by a Force Majeure Event, such Party shall:

13.2.1 give notice in writing of such delay or prevention to the other Party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause of the delay or prevention and its estimated duration; 13.2.2 use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement; and 13.2.3 resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.

13.3 A Party cannot claim relief if the Force Majeure Event is attributable to that Party's wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event. 13.4 As soon as practicable following the affected Party's notification, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Agreement. The affected Party shall take or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Good Industry Practice. 13.5 The affected Party shall notify the other Party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected Party to be unable to comply with its obligations under this Agreement. Following such notification, this Agreement shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event unless agreed otherwise by the Parties. 13.6 The Parties shall endeavour to agree any modifications to this Agreement which may be equitable having regard to the nature of an event or events of Force Majeure. 13.7 If, in the circumstances referred to in this Clause 13, the Parties have failed to reach agreement on any modification to this Agreement pursuant to Clause 13.6, and the event of Force Majeure (1)32] continues for more than [one calendar month from the date on which the Affected Party served Notice on the other Parties in accordance with Clause 13.2.1 (“Prolonged Force Majeure”), and the event of Force Majeure affects all or a substantial part of a Party's material obligations under this Agreement) any Party may, at any time whilst the event of Force Majeure continues,

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