SUCH ENTITY, AS
APPROPRIATE, THE "SURVIVING ENTITY") SHALL NOT BE OBLIGATED TO MAKE ANY PAYMENTS
UNDER SECTION 3.01(C); AND (III) THE SURVIVING ENTITY SHALL BE OBLIGATED TO MAKE
PAYMENTS TO RTEA IN THE AMOUNTS AND ON THE DATES PROVIDED IN THE PROJECTED TAX
BENEFIT SCHEDULE WITH RESPECT TO TAXABLE YEARS ENDING AFTER SUCH CHANGE OF
CONTROL DATE, EXCEPT THAT EACH SUCH PAYMENT SHALL BE MULTIPLIED BY THE CHANGE OF
CONTROL PAYMENT MODIFIER AS OF SUCH CHANGE OF CONTROL DATE.
NOTWITHSTANDING THE
FOREGOING, IF RTEA OWNS RTEA UNITS OR COMMON STOCK OF THE SURVIVING ENTITY 180
CALENDAR DAYS AFTER THE CHANGE OF CONTROL OF BUYER OR CPE LLC, THIS AGREEMENT
SHALL CONTINUE AS IF THERE HAD BEEN NO CHANGE OF CONTROL OF BUYER OR CPE LLC, AS
APPLICABLE.
IN THE EVENT THAT, AFTER SUCH CHANGE OF CONTROL, THE CREDIT RATING
OF THE SURVIVING ENTITY IS LOWER THAN BUYER'S CREDIT RATING PRIOR TO THE EVENTS
GIVING RISE TO THE CHANGE OF CONTROL, AND THIS AGREEMENT HAS NOT BEEN TERMINATED
BY THE SURVIVING ENTITY EXERCISING ITS RIGHT TO TERMINATE THIS AGREEMENT
PURSUANT TO SECTION 4.01(A), THE SURVIVING ENTITY SHALL OBTAIN CREDIT SUPPORT
(WHICH CREDIT SUPPORT MAY CONSIST OF A PLEDGE OF ITS ASSETS TO RTEA TO SECURE
PAYMENTS UNDER THIS AGREEMENT) SUFFICIENT TO CAUSE THE REMAINING PAYMENTS UNDER
THIS AGREEMENT TO HAVE A CREDIT RATING AT LEAST AS HIGH AS THE RATING ON THE
MOST SUBORDINATED OUTSTANDING BONA FIDE DEBT OF CPE LLC PRIOR TO THE EVENTS
GIVING RISE TO THE CHANGE OF CONTROL.
IN THE EVENT OF A DISPUTE ARISING UNDER
THIS SECTION 4.04(C), BUYER AND RTEA SHALL EMPLOY THE RECONCILIATION
PROCEDURES.
IN THE EVENT OF A CHANGE OF CONTROL, ALL REFERENCES TO BUYER HEREIN
SHALL BE READ AS REFERENCES TO THE SURVIVING ENTITY.
(D)
CHANGE OF STRUCTURE.
IF BUYER CHANGES THE STRUCTURE OF CPE LLC OR ITS
INTEREST THEREIN IN A MANNER THAT DIMINISHES THE BENEFITS ALLOCABLE TO RTEA
UNDER THIS AGREEMENT (A "CHANGE OF STRUCTURE"), INCLUDING, WITHOUT LIMITATION, A
SALE OF ADJUSTABLE ASSETS TO A SUBSIDIARY THAT IS TREATED AS A CORPORATION FOR
U.S. FEDERAL INCOME TAX PURPOSES, THEN, NOTWITHSTANDING ANYTHING TO THE CONTRARY
HEREIN, THE CALCULATION OF THE PAYMENTS TO BE MADE TO RTEA PURSUANT TO THIS
AGREEMENT SHALL BE MADE AS IF NO SUCH CHANGE OF STRUCTURE HAD OCCURRED.
ARTICLE V
LATE PAYMENTS
SECTION 5.01.
LATE PAYMENTS.
THE AMOUNT OF ALL OR ANY PORTION OF ANY
PAYMENT OR ADVANCE NOT MADE WHEN DUE UNDER THE TERMS OF THIS AGREEMENT,
INCLUDING ANY TAX BENEFIT PAYMENT NOT MADE TO RTEA OR BUYER, SHALL BE PAYABLE
TOGETHER WITH ANY INTEREST THEREON, COMPUTED AT THE DEFAULT RATE, COMPOUNDED
MONTHLY, AND COMMENCING FROM THE DATE ON WHICH SUCH PAYMENT WAS DUE AND PAYABLE;
PROVIDED, THAT SUCH ADDITIONAL INTEREST SHALL NOT BE DEEMED LIQUIDATED DAMAGES
AND THE PARTY THAT IS OWED PAYMENT SHALL RETAIN ITS REMEDIES HEREUNDER.
ARTICLE VI
PARTICIPATION; CONSISTENCY; COOPERATION
SECTION 6.01.
PARTICIPATION IN BUYER'S TAX MATTERS.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, BUYER SHALL HAVE FULL RESPONSIBILITY FOR, AND SOLE DISCRETION
OVER,