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receipt of written notification from Daisy Farms of such Default (the "Paris Cure Period"), or if
<br />such Default cannot be cured witllin such thirty (30) day period, if Paris has commenced action to
<br />cure such Default and is diligently pursuing such cure, then the Paris Cure Period shall be extended
<br />an additional thirty (30) days to complete such cure (the "Paris Cure Extension Period"). If Paris
<br />fails to cure the Default by the expiration of the Paris Cure Period or the Paris Cure Extension
<br />Period, as applicable, then Daisy Farms may temporarily suspend payment of any disputed funds or
<br />other funds related to, or the subject of, Paris' Default (but not any other funds then due or to
<br />become due in the future under the terms of this Agreement), and place the disputed funds in an
<br />interest bearing escrow account at an FDIC insured banking institution in Lamar County, Texas,
<br />until such llefault is cured or this Agreement is terminated. If Daisy Farms is awarded damages in a
<br />final, non-appealable judgment, then such damages shall be offset against all sums due or to become
<br />due lo Paris hereunder until Daisy Farms' daniages are fully compensated.
<br />ARTICLE 10
<br />Force Majeure
<br />10.1 Force Majeure. The performance of the Agreement may be suspended and the obligations of either
<br />Party excused in the event of and during the period that such performance is prevented or delayed
<br />by a Force Majeure occurrence. "Force Majeure" shall mean:
<br />a. An act of God, including hurricanes, tornadoes, landslides, lightning, earthquakes, extreme
<br />weather conditions, fire, flood, explosion, sabotage or similar occurrence, acts of a public enemy,
<br />extortion, war, blockade or insurrection, riot, civil disturbance, strike or other labor disturbances,
<br />governtnental actions or regulations, governmental requests or requisitions for national defense, or
<br />ariy other cause beyond the reasonable control of either Party;
<br />b. The order or judgment of any federal, State, or local court, administrative agency or
<br />governmental body (excluding decisions of federal courts interpreting federal tax laws, and
<br />decisions of State courts interpreting State tax laws) if it is not also the result of the willful
<br />misconduct or negligent action or inaction of the Party relying thereon; provided that neither the
<br />contesting in good faith of any such order or judgment nor the failure to so eontest shall constitute
<br />or be construed as a measure of willful misconduct or negligent action or inaction of such Party; or
<br />c. The suspensioii, termination, interruption, denial, or non-renewal of any permit or
<br />approval essential to the operation of the either Party if it is not the result of willful misconduct or
<br />negligent action or inaction of the Party relying thereon.
<br />10.2 Notice; Suspension of Obligations. By reason of Force Majei.ue, if any Party shall be rendered
<br />partially or wllolly unable to carry out its obligations under this Agreement, other than an obligation
<br />to make payinent, then such Party shall give notice in writing of such Force Majeure to the other
<br />Party within a reasonable time after occurrence of the event or cause relied on, so far as it is
<br />affected by such Force Majeure. Such Party shall endeavor to remove or overcome such inability
<br />with all commercially reasonable dispatcll; and until such inability has been removed, na Party shall
<br />be deemed to be in Default. Upon the cessation of Force Majeure, the Party affected thereby shall
<br />notify the other Party of such fact, and use its commercially reasonable efforts to resume noimal
<br />performance of its obligations under this Agreement as soon as possible.
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