5.4. ERMUSR 02-20-2007 - Laserfiche WebLink

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BROOKINGS-TWIN CITIES DEVELOPMENT PROJECT AGREEMENT demand it shall constitute a default at the expiration of such period. Notice of such demand shall be provided to the other Participants by CMMPA. (b) If the Participant in good faith disputes the legal validity of said demand, it shall make such payment or perform such obligation within said 20-day period under protest directed to CMMPA. Such protest shall specify the reasons upon which the protest is based. (c) Upon the failure of any Participant to make any payment which failure constitutes a default under this Agreement, CMMPA shall use its best efforts to sell and transfer all or a portion of such Participant's Election Shares for all or a portion of the remainder of the term of this Agreement, to the extent such sale and transfer is consistent with CMMPA's rights pursuant to the CapX 2020 Development Agreement. The other Participants shall each have the first right to accept such disposal pro rata based on Participant Election Shares among those exercising such right as further provided for pursuant to Attachment 3 of this Agreement before a transfer is made to a non Participant. If all or any portion of the Participant's Election Share is transferred pursuant to this paragraph, the Participant's Election Share shall not be reduced, and the Participant shall remain liable to CMMPA (and to the non-defaulting Participants) to pay the full amount of Monthly Development Project Costs and Monthly Development Project Capital Costs for its Participant Election Share as if such sale had not been made, except that such liability shall be discharged to the extent that CMMPA shall receive payment from the purchaser or purchasers thereof. If a transfer to a non Participant is required, preference shall be given to municipal utilities and cooperatives, subject to the requirements of the CapX 2020 Development Agreement. Section 802. Participant Payment Default. (a) Upon failure of any other Participant(s) to make any payment which failure constitutes a default under this Agreement, and except as transfers are made pursuant to paragraph (c) of Section 801, the Participant's Election Share shall be automatically increased for the remaining term of this Agreement pro rata with that of the other non-defaulting Participant(s) as further provided for in Attachment 3 of this Agreement and the defaulting Participant's(s') Election Share(s) shall be reduced correspondingly; provided, that no such reduction shall reduce the defaulting Participant's(s') obligations under paragraph (b) of this Section 802. (b) If the Participant shall fail or refuse to pay any amounts due to CMMPA hereunder, the fact that other Participants have assumed the obligation to make such payments shall not relieve the Participant of its liability for such payments, and any Participants assuming such obligation, either individually or as a member of a group, shall have a right of recovery from the Participant (diminished to the extent such Participants have received value from the concomitant election rights). CMMPA or any Participant as their interests may appear, jointly or severally, may commence such suits, actions or proceedings, at law or in equity, including suits for specific performance, as may be C:\Documents and Settings\Bryan\Local Settings\Temporary Internet Files\OLK53\Cap X Brookings 2-12-07 23 clean.doc