REPAY A PORTION OF ITS
OUTSTANDING COMMERCIAL PAPER AND CREDIT FACILITY BORROWINGS AND TO FINANCE A
PORTION OF ITS CAPITAL EXPANSION PROGRAM RELATING TO THE EXPANSION OF ITS CORE
LIQUIDS AND NATURAL GAS SYSTEMS.
A PORTION OF SUCH NET PROCEEDS MAY BE INVESTED
IN SHORT TERM INVESTMENT GRADE SECURITIES PENDING THE USE OF SUCH NET PROCEEDS
FOR ENBRIDGE PARTNERS' CAPITAL EXPANSION PROGRAM.
12
SECTION 5.02
INTERPRETATION; SEVERABILITY.
ARTICLE, SECTION, SCHEDULE,
AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT, UNLESS OTHERWISE SPECIFIED. ALL
REFERENCES TO INSTRUMENTS, DOCUMENTS, CONTRACTS, AND AGREEMENTS ARE REFERENCES
TO SUCH INSTRUMENTS, DOCUMENTS, CONTRACTS, AND AGREEMENTS AS THE SAME MAY BE
AMENDED, SUPPLEMENTED, AND OTHERWISE MODIFIED FROM TIME TO TIME, UNLESS
OTHERWISE SPECIFIED. THE WORD "INCLUDING" SHALL MEAN "INCLUDING BUT NOT LIMITED
TO." WHENEVER ANY PARTY HAS AN OBLIGATION UNDER THIS AGREEMENT, THE EXPENSE OF
COMPLYING WITH THAT OBLIGATION SHALL BE AN EXPENSE OF SUCH PARTY UNLESS
OTHERWISE SPECIFIED.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE ILLEGAL,
INVALID, NOT BINDING, OR UNENFORCEABLE, SUCH PROVISION SHALL BE FULLY SEVERABLE
AND THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL, INVALID,
NOT BINDING, OR UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART OF THIS
AGREEMENT, AND THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT.
SECTION 5.03
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 3.01, 3.02, 3.08, 4.01,
4.03 AND 4.04 HEREUNDER SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS
AGREEMENT INDEFINITELY.
THE REMAINDER OF THE REPRESENTATIONS OR WARRANTIES SET
FORTH IN THIS AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS
AGREEMENT FOR A PERIOD OF ONE YEAR FOLLOWING THE CLOSING DATE.
THE COVENANTS
MADE IN THIS AGREEMENT SHALL SURVIVE THE CLOSING AND REMAIN OPERATIVE AND IN
FULL FORCE AND EFFECT REGARDLESS OF ACCEPTANCE OF ANY OF THE PURCHASED UNITS BY
EECI AND PAYMENT THEREFOR AND REPAYMENT, CONVERSION, EXERCISE OR REPURCHASE
THEREOF.
SECTION 5.04
WAIVERS; REMEDIES; AMENDMENTS.
(A)
NO WAIVER; REMEDIES CUMULATIVE.
NO FAILURE OR DELAY ON THE PART
OF ANY PARTY IN EXERCISING ANY RIGHT, POWER, OR REMEDY HEREUNDER SHALL OPERATE
AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT,
POWER, OR REMEDY PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT, POWER, OR REMEDY. THE REMEDIES PROVIDED FOR HEREIN ARE
CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY REMEDIES THAT MAY BE AVAILABLE TO A
PARTY AT LAW OR IN EQUITY OR OTHERWISE.
(B)
AMENDMENTS AND MODIFICATIONS.
NO AMENDMENT, WAIVER, CONSENT,
MODIFICATION OR TERMINATION OF ANY PROVISION OF THIS AGREEMENT SHALL BE
EFFECTIVE UNLESS SIGNED BY EACH OF THE PARTIES HERETO AFFECTED BY SUCH
AMENDMENT, WAIVER, CONSENT, MODIFICATION OR TERMINATION.
ANY AMENDMENT,
SUPPLEMENT OR MODIFICATION OF OR TO ANY PROVISION OF THIS AGREEMENT, ANY WAIVER
OF ANY PROVISION OF THIS AGREEMENT, AND ANY CONSENT TO ANY DEPARTURE BY ANY
PARTY HERETO FROM THE TERMS OF ANY PROVISION OF THIS AGREEMENT SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH
MADE