PARTY IS RENDERED WHOLLY OR PARTLY UNABLE TO
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT OR ITS PERFORMANCE IS DELAYED
BECAUSE OF FORCE MAJEURE, SUCH AFFECTED PARTY SHALL BE EXCUSED FROM, AND SHALL
NOT BE LIABLE FOR, WHATEVER PERFORMANCE IT IS UNABLE TO PERFORM OR DELAYED IN
PERFORMING DUE TO THE FORCE MAJEURE TO THE EXTENT SO AFFECTED, PROVIDED THAT:
(I)
THE AFFECTED PARTY, AS SOON AS REASONABLY PRACTICAL AFTER
THE COMMENCEMENT OF THE FORCE MAJEURE, GIVES THE OTHER OWNER(S) AND THE OPERATOR
PROMPT WRITTEN NOTICE THEREOF, INCLUDING A DESCRIPTION OF THE PARTICULARS OF THE
FORCE MAJEURE;
(II)
THE SUSPENSION OF PERFORMANCE IS OF NO GREATER SCOPE AND OF
NO LONGER DURATION THAN IS REQUIRED BY THE FORCE MAJEURE; AND
(III)
THE AFFECTED PARTY USES COMMERCIALLY REASONABLE EFFORTS TO
OVERCOME AND REMEDY ITS INABILITY TO PERFORM AS SOON AS REASONABLY PRACTICAL
AFTER THE COMMENCEMENT OF THE FORCE MAJEURE.
(B)
NOTWITHSTANDING ANYTHING IN THIS ARTICLE XI TO THE CONTRARY,
NO PAYMENT OBLIGATION ARISING UNDER THIS AGREEMENT PRIOR TO THE DATE OF AN EVENT
OF FORCE MAJEURE SHALL BE EXCUSED BY SUCH EVENT OF FORCE MAJEURE.
(C)
WHENEVER AN AFFECTED PARTY IS REQUIRED TO COMMENCE OR
COMPLETE ANY ACTION WITHIN A SPECIFIED PERIOD AND IS PREVENTED OR DELAYED BY
FORCE MAJEURE FROM COMMENCING OR COMPLETING SUCH ACTION WITHIN THE SPECIFIED
PERIOD, SUCH PERIOD SHALL BE EXTENDED BY AN AMOUNT EQUAL TO THE DURATION OF SUCH
EVENT OF FORCE MAJEURE OCCURRING OR CONTINUING DURING SUCH PERIOD.
ARTICLE XII
EVENTS OF DEFAULT
12.01
Event of Default.
Each of the following events shall constitute an
event of default ("Event of Default") by the defaulting Owner (a "Defaulting
Owner"):
(A)
THE FAILURE TO MAKE, WHEN DUE, ANY PAYMENT REQUIRED PURSUANT
TO THIS AGREEMENT, IF SUCH FAILURE IS NOT REMEDIED WITHIN THIRTY (30) DAYS AFTER
WRITTEN NOTICE THEREOF FROM THE NON-DEFAULTING OWNER;
(b)
any representation or warranty made by such Defaulting Owner
herein is false or misleading in any material respect when made, unless (i) the
fact, circumstance or condition that is the subject of such representation or
warranty is made true within thirty (30) days after notice thereof from the
Non-Defaulting Owner, provided that if the fact, circumstance or condition that
is the subject of such representation or warranty reasonably cannot be corrected
within such thirty (30) day period, then the Defaulting Owner shall have an
additional period of
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TIME (NOT TO EXCEED SIXTY (60) DAYS) IN WHICH TO CORRECT THE FACT, CIRCUMSTANCE
OR CONDITION THAT IS THE SUBJECT OF SUCH REPRESENTATION OR WARRANTY, AND (II)
SUCH CURE REMOVES ANY ADVERSE EFFECT ON THE NON-DEFAULTING OWNER OF SUCH FACT,
CIRCUMSTANCE OR CONDITION BEING OTHERWISE THAN AS FIRST REPRESENTED, OR SUCH
FACT, CIRCUMSTANCE OR CONDITION BEING OTHERWISE THAN AS FIRST REPRESENTED DOES
NOT MATERIALLY ADVERSELY AFFECT THE NON-DEFAULTING OWNER;
(C)
A TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF ITS INTEREST
IN THIS AGREEMENT OR ITS OWNERSHIP INTEREST (OR CAPACITY SHARE) IN THE
TRANSMISSION FACILITIES, IN EACH CASE, IN VIOLATION OF ARTICLE XIX;
(D)
THE FAILURE