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BROOKINGS - TWIN CITIES TRANSMISSION PROJECT AGREEMENT <br />(iii) enter into any agreement or other arrangement obligating it to provide <br />funding for a Discretionary Upgrade. <br />Section 403. Actions Not Subject to Requirements of Section 402. <br />The Participant acknowledges and agrees that CMMPA's obligations under <br />Section 402(b) are applicable only to the actions enumerated in Section 402(b), and that <br />no cost limit or need for prior approval of the Participant or the Transmission Project <br />Coordinating Committee applies to other matters related to the Transmission Project, <br />including, without limitation, (i) costs incurred in connection with Mandatory Upgrades, <br />(ii) Monthly Transmission Project Costs, (iii) changes to CMMPA Percentage Interest <br />that do not constitute Elective Increases to CMMPA Percentage Interest, (iv) CMMPA's <br />obligations to the other Owners under the Upstream Project Agreements related to <br />liability for third -party claims and indemnification of the other Owners, or (v) any other <br />obligations imposed on CMMPA by Other Instruments. <br />Section 404. Transmission Project Decisions; Transmission Project Coordinating <br />Committee. <br />(a) Except as expressly provided otherwise in this Agreement, the CMMPA Board of <br />Directors shall have the authority and responsibility to make decisions on behalf <br />of the Participants with respect to all Transmission Project- related matters. <br />Within the decision - making process, CMMPA shall consider the individual needs <br />and desires of the Participants, as well as the needs and desires of the Participants <br />collectively, with respect to the Transmission Project, consistent with CMMPA's <br />requirements, obligations or covenants pursuant to the Other Instruments or legal <br />requirements and documents related to other projects of CMMPA. <br />(b) Promptly following the effective date of this Agreement, a Transmission Project <br />Coordinating Committee shall be established, consisting of representatives <br />appointed by the Participants (one for each), as well as one non - voting staff <br />person of CMMPA appointed by the CMMPA Board of Directors. The <br />Transmission Project Coordinating Committee shall meet as necessary to discuss <br />the administration of the Transmission Project and shall make recommendations <br />to the CMMPA Board of Directors regarding decisions to be made about the <br />Transmission Project. The Transmission Project Coordinating Committee shall <br />elect a chairperson, who shall serve as liaison to the CMMPA Board of Directors. <br />A meeting of the Transmission Project Coordinating Committee may be called by <br />the chairperson or at the request of at least two Participants. <br />(c) Except as provided in Section 404(d), (i) each Participant representative on the <br />Transmission Project Coordinating Committee shall have one vote, (ii) the <br />affirmative votes of over 50% of the Participant representatives on the <br />Transmission Project Coordinating Committee shall be required for the <br />Transmission Project Coordinating Committee to take action, and (iii) no vote, <br />recommendation, or other action of the Transmission Project Coordinating <br />Committee shall be binding on CMMPA or the CMMPA Board of Directors. <br />14 <br />