4.3. ERMUSR 05-10-2011 - Laserfiche WebLink

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Transmission Owner Services and Asset Assignment Agreement (b) Transactions Involvine Participant-Owned Transmission Facilities. If the Transaction is part of the assignment, lease, sale, or other transfer of the Participant's entire Municipal Electric System, and such Municipal Electric System includes Participant-Owned Transmission Facilities: (i) the assignee, lessee, purchaser, or transferee must (A) be acceptable to CMMPA, and (B) have agreed in writing to assume all of the Participant's obligations under this Agreement; or (ii) the Participant must give to CMMPA notice of the Transaction sufficient to meet the notice requirements for termination under Section 309; or (iii) the Participant pays any and all costs incurred by CMMPA as a result of CMMPA commitments made or costs incurred to provide Transmission Owner Services to Participant with respect to the period following the effective date of the Transaction. (c) Coordination of Parties Related to Transaction Involving Municipal Electric System. If the Participant has determined that it will assign, lease, sell, transfer, or otherwise dispose of its Municipal Electric System, the Participant shall provide timely notification to CMMPA. CMMPA and the Participant shall then establish a schedule for CMMPA and its legal counsel to respectively address the applicable requirements of this Section 907. No such assignment, lease, sale, transfer, or other disposition shall relieve the Participant of any obligation hereunder. The parties shall seek to reasonably facilitate Transactions among Participants, to entities related to the Participant, and to other municipalities. Section 908. No Unreasonable Adverse Distinction. The terms, conditions and provisions of this Agreement and the other Transmission Asset Assignment Agreements shall apply comparably to all Participants and CMMPA shall not make any unreasonable adverse distinction among the Participants with respect to the provision of Transmission Owner Services. Section 909. Confidentiality of Information. (a) CMMPA and the Participant shall cooperate in good faith to reasonably protect the confidentiality of information exchanged by the parties under this Agreement that is (i) treated by the providing party as non-public, and (ii) labeled or otherwise clearly identified as confidential. (b) To the extent that (i) CMMPA provides confidential or proprietary information to the Participant in connection with the provision of Transmission Owner Services, and (ii) such information is required to be treated as confidential pursuant to the Upstream Project Agreements, the MISO-Related Agreements, MISO or FERC policy, or other limiting agreements or policies, the use and treatment of such information shall be in accordance with the applicable provisions of such agreement(s) or policies. If the Participant is granted access to any "critical 41