4.3. ERMUSR 05-10-2011 - Laserfiche WebLink

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Transmission Owner Services and Asset Assignment Agreement Section 307. CMMPA Specific Rights Related to Participant Failure to Comply with Section 306. If CMMPA determines, in good faith and in accordance with Prudent Utility Practice, or if CMMPA is notified by a third party (including, without limitation, the MISO, NERC, or FERC) that the Participant's failure to take the actions required by Section 306 of this Agreement have caused, or, if uncured will cause, CMMPA to be in default or violation with respect to the MISO-Related Documents or Applicable Law, CMMPA shall promptly deliver written notice to the Participant identifying the default or violation. Unless the default or violation is not subject to cure, CMMPA shall include in such notice a deadline by which the Participant must achieve full compliance with Section 306. Any such deadline shall provide the Participant a reasonable period of time to cure the default or violation, which shall be not less than 90 days unless the MISO-Related Documents or Applicable Law requires a cure in less than 90 days. If the Participant has not achieved full compliance with Section 306 by the deadline specified in CMMPA's notice to the Participant under this Section 307, CMMPA shall have the right, without further action by or notice to the Participant, to exercise the rights set forth in paragraphs (a) through (e) of this Section 307, all of which shall be cumulative with respect to each other and with respect to any other legal or equitable remedies provided under this Agreement or by Applicable Law. (a) Withholding Revenues. Consistent with CMMPA's obligations under Article 5, CMMPA shall have the right to withhold from the Participant any Revenues otherwise due to the Participant under this Agreement with respect to Participant-Owned Transmission Facilities if the CMMPA Board of Directors determines that withholding such Revenues from the Participant is appropriate and: (i) Revenues are withheld from CMMPA as a result of the Participant's failure to take the actions required by Section 306; or (ii) CMMPA determines that it is necessary or advisable to pay on the Participant's behalf amounts the Participant is required, but has failed, to pay in accordance with Section 306(c); or (iii) CMMPA otherwise has incurred or will incur fines, penalties, Loss of Revenues, additional expenses, or other financial liability or damages as a result of the Participant's failure to take the actions required by Section 306. The amount of any Revenues withheld under paragraph (a) of this Section 307 may not exceed the amount determined by the CMMPA Board of Directors to be sufficient to fully offset amounts withheld from or paid or incurred by CMMPA as described in items (i), (ii), and (iii) of paragraph (a) of this Section 307. (b) CMMPA Actions. CMMPA shall have the right (but not the obligation) to take such actions and provide such financing as are necessary to cure the default or violation, and to exercise any rights granted to CMMPA under this Agreement necessary to enable 19