AND WITHOUT LIMITATION, RTEA'S
CONTRACT RIGHTS SHALL INCLUDE: (I) COMMUNICATING DIRECTLY WITH THE
COUNTERPARTIES, SHIPPERS, FEDERAL, STATE AND LOCAL GOVERNMENTAL AUTHORITIES AND
OTHER THIRD
2
PARTIES IN CONNECTION WITH THE PERFORMANCE OF RTEA'S CONTRACT OBLIGATIONS;
(II) MONITORING THE PERFORMANCE OF THE COUNTERPARTIES; AND (III) REVIEWING AND
AUDITING ALL PAYMENTS AND RELATED DOCUMENTATION RENDERED BY THE COUNTERPARTIES,
PROVIDED HOWEVER, THAT CPE LLC SHALL PROMPTLY PROVIDE RTEA WITH COPIES OF ANY
INFORMATION, NOTICES AND OTHER COMMUNICATIONS WITH COUNTERPARTIES REASONABLY
REQUESTED BY RTEA FOR THE PURPOSE OF PERFORMING ITS ACCOUNTING AND FINANCIAL
REPORTING FUNCTIONS AND TO MEET RTEA'S OBLIGATIONS UNDER THE LISTED CONTRACTS.
NOTWITHSTANDING THE FOREGOING, SHOULD A COUNTERPARTY REFUSE TO COMMUNICATE WITH
CPE LLC ON ANY MATTERS RELATING TO THE RELEVANT LISTED CONTRACT, RTEA SHALL UPON
CPE'S WRITTEN REQUEST COMMUNICATE DIRECTLY WITH SUCH COUNTERPARTY ON SUCH
MATTERS AS NECESSARY TO ASSIST CPE LLC IN PERFORMANCE OF ITS OBLIGATIONS
HEREUNDER.
B.
NOTWITHSTANDING THE FOREGOING, NEITHER RTEA NOR ANY OF ITS
AFFILIATES SHALL AGREE TO ANY TERMINATION, SUSPENSION, AMENDMENT, MODIFICATION,
WAIVER, FORGIVENESS OR FORBEARANCE OF ANY PROVISION OF OR ANY RIGHT UNDER THE
LISTED CONTRACTS (AN "AMENDMENT") WITHOUT THE PRIOR WRITTEN CONSENT OF CPE LLC
PURSUANT TO THIS AGREEMENT.
C.
IN THE EVENT CPE LLC SEEKS RTEA'S CONSENT TO AN AMENDMENT TO A
LISTED CONTRACT, RTEA SHALL AGREE TO SUCH AMENDMENT AND/OR SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE RELEVANT COUNTERPARTY'S AGREEMENT
TO SUCH AMENDMENT; PROVIDED THAT CPE LLC SHALL REIMBURSE RTEA FOR ITS REASONABLE
COSTS AND EXPENSES INCURRED IN OBTAINING SUCH AMENDMENT AND PROVIDED FURTHER
THAT RTEA SHALL HAVE NO ADDITIONAL LIABILITY OR DUTIES AS A RESULT OF SUCH
AMENDMENT.
D.
IN THE EVENT CPE LLC DESIRES TO TAKE ACTIONS UNDER A LISTED
CONTRACT THAT REQUIRES THE COUNTERPARTY'S CONSENT, RTEA SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN THE RELEVANT COUNTERPARTY'S CONSENT; PROVIDED THAT
CPE LLC SHALL REIMBURSE RTEA FOR ITS REASONABLE COSTS AND EXPENSES INCURRED IN
OBTAINING SUCH CONSENT AND THE SAME SHALL BE SUBJECT TO THE INDEMNIFICATION
OBLIGATIONS IN FAVOR OF RTEA AS PROVIDED IN SECTION 6 BELOW.
E.
TO THE EXTENT PERMISSIBLE UNDER THE LISTED CONTRACTS AND UNDER
APPLICABLE LAW, RTEA SHALL PROVIDE CPE LLC REASONABLE ACCESS TO (INCLUDING
COPIES OF) ALL INFORMATION RTEA NOW HAS OR HEREAFTER ACQUIRES WITH RESPECT TO
EACH SUCH LISTED CONTRACT, PROVIDED THAT CPE LLC AGREES TO BE SUBJECT TO ANY
CONFIDENTIALITY PROVISIONS OF ANY SUCH CONTRACT WITH RESPECT TO SUCH
INFORMATION.
EACH PARTY ALSO AGREES TO PARTICIPATE AND FULLY AND PROMPTLY
COOPERATE, AT THE REQUEST OF THE OTHER PARTY, IN ANY GOVERNMENTAL PROCEEDING OR
CONTRACTUAL DISPUTE WITH RESPECT TO THE LISTED CONTRACTS.
F.
IF A DISPUTE ARISES BETWEEN CPE LLC OR RTEA AND A
COUNTERPARTY WITH RESPECT TO ANY OF THE LISTED CONTRACTS, OR IF A COUNTERPARTY
FAILS TO PERFORM ANY OF THEIR OBLIGATIONS UNDER ANY SUCH LISTED CONTRACT, EACH
PARTY SHALL TAKE THE STEPS REASONABLY REQUESTED BY THE OTHER PARTY TO ENFORCE
RTEA'S RIGHTS UNDER SUCH LISTED CONTRACT, AT CPE LLC'S SOLE RISK, COST AND
EXPENSE.
IN THE EVENT OF ANY SUCH