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DOCUMENT TITLE:  STEAM AND ELECTRIC POWER SALES AGREEMENT .
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Clause Heading
2.1 - Initial Term.
2.2 - Rollover Term.
ARTICLE III - REPRESENTATIONS, WARRANTIES AND COVENANTS OF LCC
3.1 - Due Organization; Good Standing; Requisite Power.
3.2 - Due Authorization and Execution.
3.3 - Sufficient Rights; Title to Gaseous Waste Fuel and Natural Gas Fuel
3.4 - Use of Facility Site.
3.5 - No Default.
3.6 - No Litigation.
3.7 - Binding Agreement.
3.8 - Permits.
3.9 - Notice of Certain Defaults.
ARTICLE IV - REPRESENTATIONS, WARRANTIES AND COVENANTS OF CLI
4.1 - Due Organization; Good Standing; Requisite Power.
4.2 - Due Authorization and Execution.
4.3 - Sufficient Rights; Title to Steam and Electricity
4.4 - No Default.
4.5 - No Litigation.
4.6 - Binding Agreement.
4.7 - Permits.
4.8 - Outstanding Unrelated Obligations.
4.9 - CLI Electrical Interconnections.
4.10 - FASB Interpretation No.
4.11 - Notice of Certain Defaults.
5.1 - General Sale and Purchase Obligations.
5.2 - Adjustments to Base Electric Capacity.
5.2.1 - Notice Adjustments.
5.2.2 - Downward Adjustment due to an Unscheduled LCC Turnaround.
5.2.3 - Supplemental Energy Adjustments.
5.2.4 - Base Electric Capacity Maximum.
5.3 - Energy Payments.
5.4 - Electricity Characteristics.
5.5.1 - Delivery Obligation.
5.5.2 - Title.
5.6 - LCC Use of CLI Interconnection Facilities.
5.7 - Arrangements for Alternative Electricity.
5.8 - Electricity Imbalance Charges.
6.1 - General Sale and Purchase Obligations.
6.2.1 - LCCs Minimum Steam Take Warranty.
6.2.2 - Reduced Operations.
6.2.3 - Specific Performance.
6.2.4 - LCC Facility Operations.
6.3 - Steam Payments.
6.4.1 - Provision for Reduced Operation.
6.4.2 - Arrangements for Alternative Steam.
6.5 - Steam Characteristics.
6.6.1 - Delivery Obligation.
6.6.2 - Title.
6.7.1 - CLI IP Steam Piping Systems.
6.7.2 - LCC IP Steam Piping Systems.
6.7.3 - Coordination.
ARTICLE VII - EXCLUSIVITY AND SALES TO THIRD PARTIES;
7.1 - Exclusivity.
7.2 - Additional Electricity.
7.3 - Additional Steam.
7.4.1 - CLIs Right.
7.4.2 - LCCs Prohibition.
7.4.3 - CLI Marketing of LCCs Electricity Supply Reductions.
7.5 - LCCs Priority Supply Right to Steam and Electricity.
ARTICLE VIII - NONCONFORMING ELECTRICITY, STEAM AND
8.1 - Nonconforming Electricity and Steam.
8.2 - Nonconforming Natural Gas and Nonburnable Gaseous Waste Fuel.
9.1 - Year-ahead Schedule.
9.2 - Month-ahead Schedule.
9.3 - Nature of Schedules.
10.1 - Dispatch Request for Boilers.
10.2 - CLI Scheduling Obligations.
10.3 - Additional Costs.
10.4 - LCCs Priority Dispatch Right.
10.5 - Access to Boilers.
11.1 - Maintenance Obligations.
11.2.1 - Formation and Designation of Representatives.
11.2.2 - Procedures.
11.2.3 - Functions.
11.2.4 - No Authority.
11.3.1 - Reliability Payments.
11.3.2 - Analysis of Reliability Failure Incident.
11.3.3 - Nature of Reliability Payments.
11.4 - Modifications to the CLI Facility.
11.5 - CLI Scheduled Outages and LCC Turnarounds.
11.6 - Unscheduled CLI Outages and LCC Forced Outage.
11.7 - Effect of CLI Outages.
11.8 - Access to CLI Facility.
12.1 - Metering, Testing and Records.
12.2 - Metering Inaccuracies.
12.3 - Secondary Sources of Determination.
13.1.1 - CLI Gaseous Waste Fuel Piping Systems.
13.1.2 - LCC Gaseous Waste Fuel Piping Systems.
13.1.3 - Coordination.
13.2 - Gaseous Waste Fuel Deliveries.
13.3 - Gaseous Waste Title.
13.4 - Gaseous Waste Fuel Contingent Steam Adder.
13.5 - SUITABILITY OF GASEOUS WASTE FUEL.
14.1 - Payments.
14.2 - Statements.
14.3 - Netting; Set-Off.
14.4 - Disputed Amounts.
14.5 - Interest on Past Due Amounts.
14.6.1 - Maintenance of Records.
14.6.2 - Audit Rights.
14.6.3 - Survival.
15.1 - Allocation of Tax Responsibility.
15.2 - Tax Contests.
ARTICLE XVI - NATURAL GAS DELIVERIES
ARTICLE XVII - EMISSIONS CREDITS
ARTICLE X - VIII
18.1 - Definition.
18.2 - Invocation and Effect of Force Majeure.
18.3 - Termination for Extended Force Majeure.
19.1 - Scope of Step-In Right.
19.2 - LCC Access Rights.
19.3 - Continuing LCC Payment Obligations.
19.4 - Resumption of CLI Steam Production and Dispatch Control.
19.5 - INDEMNITY; THIRD PARTY LIABILITY.
20.1 - Events of Default.
20.2 - Remedies.
20.3 - Working Capital Maintenance.
20.4 - Remedies Cumulative.
20.5 - Cross Termination Right with Services Agreement.
ARTICLE XXI - INDEMNITIES, INSURANCE, LIABILITY AND REMEDIES
21.2 - General Indemnities.
21.2.1 - Indemnity By CLI.
(B) - CAUSED OR CONTRIBUTED TO BY
(B) - CAUSED OR CONTRIBUTED TO BY
(II) - GROSS NEGLIGENCE OR THE WILLFUL MISCONDUCT OF THE CLI GROUP OR
21.2.2 - INDEMNITY BY LCC.
(II) - THE GROSS NEGLIGENCE OR THE WILLFUL MISCONDUCT OF THE LCC GROUP OR
21.3 - Indemnification Procedures.
21.4 - INSURANCE AND WAIVER OF SUBROGATION.
21.5 - EXPRESS NEGLIGENCE.
21.6 - CONSEQUENTIAL DAMAGES.
21.7 - WARRANTY DISCLAIMERS.
21.8 - Exchanged Information.
21.9 - COVENANT NOT TO SUE.
ARTICLE XXII - CHANGES IN LEGAL REQUIREMENTS
ARTICLE X - XIII
ARTICLE XXIV - CREDIT SUPPORT
ARTICLE XXV - CHANGE IN OPERATOR
26.1.1 - Transfer Notice for CLI Facility Transfer.
26.1.2 - LCC Transfer Option Period.
26.1.3 - Acceptance.
26.1.4 - Permitted Third Party Transfer.
26.2 - Right of First Negotiation for CLI Facility Transfer Package.
26.3 - Other Restrictions.
ARTICLE X - XVII
27.1 - Sale or Assignment of Rights and Obligations.
27.2 - Consent to Mortgage or Pledge.
27.3 - CLI Assignment Right.
27.4 - LCC Assignment Right.
27.5 - Indirect Transfers.
ARTICLE XX - VIII
29.1 - Expert Disputes.
29.2 - Initial Resolution by the Parties and Executive Senior Management.
29.3 - Arbitration.
29.4 - Appointment of Arbitrators.
29.5 - Procedures.
29.6 - Other Remedies.
29.7 - Performance During Dispute.
ARTICLE XXX - NOTICES
31.1 - Nondisclosure of Confidential Information.
31.2 - Compelled Disclosure.
31.3 - Definition of Confidential Information.
31.4 - Return of Confidential Information.
31.5 - Remedies.
31.6 - Duration.
ARTICLE X - XXII
32.1 - Forward Contract.
32.2 - Mitigation of Damages.
32.3 - Third-Party Beneficiaries.
32.4 - No Association, Partnership or Joint Venture.
32.5 - Survival of Obligations.
32.6 - Successors and Assignees.
32.7 - Counterparts.
32.8 - Amendments; Waivers and Consents.
32.9 - Non-Waiver.
ARTICLE XX - XIII
ARTICLE X - XXIV