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BROOKINGS - TWIN CITIES TRANSMISSION PROJECT AGREEMENT <br />(d) If at any time during the term of this Agreement CMMPA proposes to (i) approve <br />an increase to the Maximum CM Costs, (ii) commit to an Elective Increase to <br />CMMPA Percentage Interest, or (iii) enter into an agreement or other arrangement <br />obligating it to provide funding for a Discretionary Upgrade, CMMPA may do so <br />only if it has first submitted the matter to the Transmission Project Coordinating <br />Committee and there has been an affirmative vote of [over 50 %] of the Participant <br />representatives on the Transmission Project Coordinating Committee (measured <br />as a ratio of the number of Participant representatives voting in favor as compared <br />to the total number of Participant representatives on the Transmission Project <br />Coordinating Committee) holding at least 75% of the Participant Shares <br />(measured as an aggregate percentage of Participant Shares held by the <br />Participants whose representatives voted in favor). For the avoidance of doubt, an <br />affirmative vote of the Transmission Project Coordinating Committee shall be <br />necessary for CMMPA to take the actions described in the preceding sentence, <br />but shall in no event compel CMMPA to do so. <br />Section 405. MISO Participation. <br />The parties expressly contemplate that the CMMPA Project Capacity Rights will be <br />subject to the CMMPA MISO Transmission Owner Agreement. CMMPA and the <br />Participant have therefore entered into (or shall concurrently with the execution of this <br />Agreement enter into), a CMMPA Transmission Owners Services and Asset Assignment <br />Agreement that includes within its scope the Participant Capacity Rights Share (the <br />"Transmission Asset Assignment Agreement "). The terms of the Transmission Asset <br />Assignment Agreement are indispensable to the implementation of this Agreement, <br />except as provided otherwise in Section 406. For so long as CMMPA remains bound by <br />the CMMPA MISO Transmission Owner Agreement and the CMMPA Project Capacity <br />Rights are included within the scope of the CMMPA MISO Transmission Owner <br />Agreement, (a) the Participant must use CMMPA (and no other party) as the <br />"Transmission Owner" for the Transmission Project for all purposes related to inclusion <br />of the Transmission Project in MISO, and (b) CMMPA shall take such actions as it <br />determines in good faith are necessary to seek to enforce its rights under the CMMPA <br />MISO Transmission Owner Agreement. <br />Section 406. MISO Participation Discontinued. <br />(a) If for any reason during the term of this Agreement the CMMPA Project Capacity <br />Rights are no longer subject to the CMMPA MISO Transmission Owner <br />Agreement and MISO TEMT, then (i) if CMMPA is required by Applicable Law <br />or otherwise determines it is in the best interests of CMMPA to offer open- access <br />transmission services using the CMMPA Project Capacity Rights, the parties will <br />replace the Transmission Asset Assignment Agreement with a successor <br />agreement specifying the terms under which the CMMPA Project Capacity Rights <br />will be administered under a successor tariff, and (ii) if clause (i) of this <br />Section 406 does not apply, the parties will replace the Transmission Asset <br />Assignment Agreement with a successor agreement specifying the terms under <br />15 <br />