eei/wspp standardized master power contracts comparison chart

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EEI Provision Corresponding WSPP Provision Analysis/Comments Entire Agreement Section 10.8 of the EEI includes an entire agreement provision (that all exhibits, schedules, collateral, credit support or margin agreement or similar arrangement between Parties and all Transactions constitute the entire agreement between the Parties to the subject matter). The EEI provides that the Agreement was prepared by both Parties and not to be construed against one Party or the other. Amendments The EEI’s Amendments provision is extremely brief and states that no amendment or modification to the Agreement may be valid unless such amendment or modification is reduced in writing and agreed to by both Parties. weq_msa022403w2.doc Complete Agreement Section 26 of the WSPP provides that this Agreement and any subsequent amendments, including the Service Schedules and Exhibits incorporated herein constitute the full and complete agreement of the Parties. Further, this provision merges all prior understandings, representations and negotiations into the Agreement. Amendments The WSPP’s amendment provision Section 39 is more structured than that of the EEI. The WSPP provides that the agreement may only be amended upon the submission to FERC and acceptance by FERC of that amendment. Furthermore, the filing of any amendments by the Parties must be directed through the Executive Committee. Section 39 of the WSPP also states that the Parties agree to be bound to the Agreements as it may be amended, provided that the Parties possess the right to challenge any amendments at FERC. Section 32.5 of the WSPP provides that when a Confirmation Agreement contains Non-Standard Confirmation Provisions which are provisions other than those set forth in paragraphs (a)-(l) of Exhibit C, those Non-Standard Confirmation Provisions shall not be deemed to be accepted pursuant to Section 32.1 unless 28 Complete Agreement For Discussion Purposes Only This section 10.8 substantially correlates to the WSPP’s complete agreement provision Section 26. Amendment Section 32.5 of the WSPP permits the Parties to amend the Agreement on a bilateral basis for transaction specific terms.
EEI Provision Corresponding WSPP Provision Analysis/Comments agreed to: (i) orally, with that oral agreement recorded (provided that such oral agreement option only shall be available for transactions of less than one week); or (ii) Transmission Tariff In this boilerplate provision 10.8 of the EEI states that each Party agrees that it will not assert, or defend itself, on the basis that any applicable tariff is inconsistent with the Agreement. Severability The EEI provides that if a Regulatory Event occurs, the Parties will use their best efforts to reform the Agreement in order to give effect to the original intention of the Parties. Waiver Under the EEI, waiver by a Party of any default by the other Party will not be construed as a waiver of any other default. Third Party Beneficiary With respect to third party beneficiaries, the EEI succinctly provides, “the Agreement does not impart any third party rights.” Survival The EEI provides that all indemnity and audit rights shall survive the termination of the weq_msa022403w2.doc in a writing executed by both Parties. Transmission Tariff This provision correlates to Section 31 of the WSPP. Section 31 provides, in pertinent part, that the Parties agree to be bound by the terms of the WSPP Default Transmission Tariff (FERC Order No. 888, issued on 4/24/96). Severability Section 10.8 of the EEI provides a severability provision that is substantially similar to the severability Section 15 of the WSPP. Waiver Under section 20 of the WSPP, any waiver of any Party with respect to a default will not be deemed a waiver with respect to any subsequent default of the same or any other matter. Third Party Beneficiary Section 20 of the WSPP is similarly brief and states that the agreement will not be construed to create rights, in or to grant remedies to any third party beneficiaries. Survival The WSPP does not appear to have a corresponding provision. 29 For Discussion Purposes Only This Section 10.8 of the EEI includes a standard headings clause that expressly demarcates provision headings used for reference purposes only and the actual substance of the Agreement. The WSPP does not appear to have a corresponding headings provision. Severability Although, the language of the two provisions differs slightly, both agreements include a standard severability clause. Waiver Both the EEI and the WSPP have substantially similar non waiver of any rights provisions. Third Party Beneficiary The EEI and the WSPP are substantially similar. Survival The WSPP does not appear to have a corresponding provision.
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