4.3. ERMUSR 05-10-2011 - Laserfiche WebLink

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Transmission Owner Services and Asset Assignment Agreement Section 802. Default by Another Participant. (a) If another Participant is in default under its Transmission Asset Assignment Agreement, then, if the CMMPA Board of Directors determines that it is necessary to maintain CMMPA's status in good standing as a Transmission Owner or to comply with Applicable Law: (i) CMMPA may take action to cure such defaulting Participant's default to the extent necessary to maintain CMMPA's status in good standing as a Transmission Owner or enable CMMPA to comply with Applicable Law; (ii) if the default arises in connection with Participant-Owned Transmission Facilities of such defaulting Participant, CMMPA shall make good faith, commercially reasonable efforts to exercise CMMPA's rights under Section 307 of such defaulting Participant's Transmission Asset Assignment Agreement; and (iii) if deemed necessary by CMMPA, CMMPA may include as Monthly Transmission Owner Services Costs the costs and expenses incurred by CMMPA in taking any actions described in paragraphs (i) and (ii) of this Section 802(a). (b) CMMPA may commence such suits, actions or proceedings, at law or in equity, including suits for speciftc performance, as may be necessary or appropriate to enforce against the defaulting Participant its obligations under its Transmission Asset Assignment Agreement. (c) CMMPA shall be entitled to recover from the defaulting Participant any and all legal fees and other costs incurred by CMMPA as a result of that Participant's default. (d) If the Participant's share of Monthly Transmission Owner Services Costs includes costs resulting from a default by another Participant under its Transmission Asset Assignment Agreement, then, to the extent CMMPA is able to recover all or a portion of such amounts through legal action or exercise of its contractual remedies against such defaulting Participant, CMMPA shall make commercially reasonable efforts to reimburse to the Participant such amounts to the extent available from damages or other remedies obtained by CMMPA through such legal action or contractual remedies against the defaulting Participant (net of CMMPA's direct and indirect costs incurred in connection with such legal action or exercise of contractual remedies). Section 803. Uncontrollable Forces. A party shall not be in default under this Agreement with respect to an obligation it is unable to perform to the extent such inability results from Uncontrollable Forces. A party unable to perform an obligation due to Uncontrollable Forces shall make commercially reasonable efforts to overcome such inability and to mitigate the consequences to the other party of its inability to perform. 37