(I)
IN THIS AGREEMENT, THE WORDS "INCLUDE," "INCLUDES" AND
"INCLUDING" ARE TO BE CONSTRUED AS BEING AT ALL TIMES FOLLOWED BY THE WORDS
"WITHOUT LIMITATION."
(J)
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER" AND WORDS OF
SIMILAR IMPORT WHEN USED IN THIS AGREEMENT SHALL, UNLESS OTHERWISE SPECIFIED,
REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
AGREEMENT.
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ARTICLE II
TERM
2.01
Effectiveness of this Agreement.
This Agreement shall become
effective upon the Execution Date.
2.02
FERC Filing.
Within five (5) Business Days after the Execution
Date, the Operator, on behalf of the Owners, shall file this Agreement with FERC
as a "Rate Schedule" within the meaning of Part 35 of FERC's regulations.
Each
of the Owners shall support this Agreement in its current form at FERC when
filed.
Each Owner shall reasonably cooperate with the Operator with respect to
obtaining FERC approval of such FERC filing and provide any information,
including testimony, reasonably required by the Operator to comply with the
applicable FERC filing requirements.
2.03
Term.
The term of this Agreement ("Term") shall commence upon the
Execution Date and shall continue in full force and effect until terminated in
accordance with the provisions hereof.
2.04
Termination.
Subject to Section 2.05, this Agreement shall
terminate if one or more of the following events occur:
(A)
THE TRANSMISSION FACILITIES ARE DAMAGED AND DESTROYED AND THE
OWNERS DECIDE NOT TO REPAIR OR REBUILD (OR CANNOT REACH AGREEMENT TO REPAIR OR
REBUILD) THE DAMAGED FACILITIES IN ACCORDANCE WITH ARTICLE VIII;
(B)
THE TRANSMISSION FACILITIES ARE RETIRED AND DECOMMISSIONED IN
ACCORDANCE WITH ARTICLE IX;
(C)
ALL OF THE OWNERSHIP INTERESTS IN THE TRANSMISSION FACILITIES
ARE OWNED BY ONLY ONE OWNER;
(D)
BY MUTUAL WRITTEN AGREEMENT OF THE OWNERS; OR
(E)
THIS AGREEMENT IS TERMINATED BY EXERCISE OF REMEDIES PURSUANT
TO SECTION 12.03.
2.05
Effect of Termination.
(A)
IF THIS AGREEMENT IS TERMINATED PURSUANT TO SECTION 2.04, THEN,
EXCEPT AS FOR THOSE PROVISIONS THAT ARE EXPRESSLY INTENDED TO SURVIVE
TERMINATION AND, SUBJECT TO SECTION 2.05(B) AND RECEIPT OF ANY NECESSARY
GOVERNMENTAL AUTHORIZATIONS REQUIRED BY APPLICABLE GOVERNMENTAL REQUIREMENTS,
THIS AGREEMENT SHALL TERMINATE AND BECOME VOID AND OF NO FURTHER FORCE AND
EFFECT, WITHOUT FURTHER ACTION BY EITHER PARTY, PROVIDED THAT NEITHER PARTY
SHALL BE RELIEVED FROM ANY OF ITS OBLIGATIONS OR LIABILITIES HEREUNDER ACCRUING
PRIOR THERETO.
(b)
In the event that this Agreement is terminated pursuant to Section
2.04 and the Non-Operating Owner continues to own all or a portion of the
Ownership Interests in the Transmission Facilities, then:
(i) the Operator
shall, upon written notice from the Non-Operating
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OWNER DELIVERED TO THE OPERATOR NO LATER THAN FIFTEEN (15) BUSINESS DAYS AFTER
TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 2.04, CONTINUE TO PERFORM SUCH
OF ITS OBLIGATIONS AND COVENANTS IN ARTICLES VI, VII, VIII, X AND XVI AS ARE SET
FORTH IN THE NOTICE; (II) SUCH OBLIGATIONS AND COVENANTS, TOGETHER WITH ARTICLES
V, VI, VII, VIII, XI, X, XII, XIV, XV, XVIII, XIX