4.3. ERMUSR 05-10-2011 - Laserfiche WebLink

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Transmission Owner Services and Asset Assignment Agreement time periods or procedures set forth in Section 404(g) or 307 with respect to the matters addressed by those sections shall control over otherwise conflicting provisions in this Section 801. In addition, the parties specifically contemplate that (i) the Participant's obligation to continue performance notwithstanding any protest as permitted by paragraph (c) of this Section 801, and (ii) the rights specified in paragraphs (d) and (e) of this Section 801, shall apply with respect to all defaults under this Agreement, irrespective of the applicability of Sections 404(g) and 307. (b) Subject to the provisions of paragraph (a) of this Section 801, upon any failure of the Participant to make any payment in full when due under this Agreement or to perform any obligation herein, CMMPA shall make demand upon the Participant, and if said failure is not cured within 20 days from the date of such demand it shall constitute a default at the expiration of such period. CMMPA shall also provide notice of such demand to the other Participants. (c) If the Participant in good faith disputes the legal validity of said demand, it shall nonetheless make such payment or perform such obligation within said 20-day period under protest directed to CMMPA. Such protest shall specify the reasons upon which the protest is based. (d) At any time the Participant is in default under this Agreement, CMMPA may (i) bring any suit, action, or proceeding in law or in equity, including mandamus, injunction, specific performance, declaratory judgment, or any combination thereof, as may be necessary or appropriate to enforce against the Participant any covenant, agreement or obligation of this Agreement; and (ii) with respect to any default by the Participant of its payment obligations under this Agreement, retain Revenues to which the Participant would otherwise be entitled under this Agreement (after application of the terms of Article 5 and Sections 404(8) and 307). In addition, with respect to any default by the Participant of its payment obligations for Transmission Owner Services provided for Participant-Owned Transmission Facilities, CMMPA shall have the right to terminate this Agreement with respect to such Transmission Owner Services. All remedies specified in this Section 801 shall be in addition to all other legal or equitable remedies provided for in this Agreement (including, without limitation, Sections 404(8) and 307) or by Applicable Law. (e) CMMPA shall be entitled to recover from the Participant any and all legal fees and other costs incurred by CMMPA as a result of the Participant's default. 36