Common use of Voting Rights and Objections Generally Clause in Contracts

Voting Rights and Objections Generally. (a) With respect to any Remediation Proposal, Operator Replacement Proposal, or Other Proposal, the Shared Vote shall be cast strictly in accordance with this Agreement by the NorthWestern Appointee as described in the table contained below in this Section 3.1.The NorthWestern Appointee will, in the case of any Remediation Proposal or any Other Proposal that the NorthWestern Appointee determines is not a Remediation Proposal but that relates to or addresses matters involving the AOC, CCR compliance, or decommissioning or demolition of Colstrip Unit 3 or Colstrip Unit 4, notify the Avista Appointee of such Proposal as soon as possible after delivery by NorthWestern of such Proposal to the Project Committee or receipt by NorthWestern of such Proposal from any other Owner or Project User, as applicable. (b) Any Objection shall be communicated as soon as possible in writing delivered via email or verbally by telephone or in person to the other Party’s Appointee. The Objections which may be raised and the manner in which the Shared Vote may be cast are set forth on the table below. Remediation Proposal NorthWestern Appointee casts the Shared Vote in accordance with instruction of Avista Appointee Prudency Objection: The NorthWestern Appointee shall be entitled to raise a Prudency Objection. If the NorthWestern Appointee raises a Prudency Objection, the NorthWestern Appointee shall cast the Shared Vote consistent with the results of a dispute resolution process conducted in accordance with Section 3.2. Such a dispute resolution process shall be the exclusive means of resolving any Prudency Objection, and the Parties shall not have recourse to the provisions of Article 4 for such purposes. Operator Replacement Proposal NorthWestern Appointee casts the Shared Vote None Not Applicable Other Proposal NorthWestern Appointee casts the Shared Vote Classification Objection: The Avista Appointee shall be entitled to raise a Classification Objection. If the Avista Appointee raises a Classification Objection, the classification of the Proposal shall be determined in a dispute resolution process conducted in accordance with Section 3.2. Such a dispute resolution process shall be the exclusive means of resolving any Classification Objection, and the Parties shall not have recourse to the provisions of Article 4 for such purposes. (c) The Avista Appointee and the NorthWestern Appointee agree to cooperate reasonably and consult with each another regarding any Remediation Proposal and regarding the appropriate classification of any Proposal that the NorthWestern Appointee determines is not a Remediation Proposal but that relates to or addresses matters involving the AOC, CCR compliance, or decommissioning or demolition of Colstrip Unit 3 or Colstrip Unit 4.

Voting Rights and Objections Generally. (a) With respect to any Remediation Proposal, Operator Replacement Proposal, or Other Proposal, the Shared Vote shall be cast strictly in accordance with this Agreement by the NorthWestern Appointee as described in the table contained below in this Section 3.1.The NorthWestern Appointee will, in the case of any Remediation Proposal or any Other Proposal that the NorthWestern Appointee determines is not a Remediation Proposal but that relates to or addresses matters involving the AOC, CCR compliance, or decommissioning or demolition of Colstrip Unit 3 or Colstrip Unit 4, notify the Avista PSE Appointee of such Proposal as soon as possible after delivery by NorthWestern of such Proposal to the Project Committee or receipt by NorthWestern of such Proposal from any other Owner or Project User, as applicable. (b) Any Objection shall be communicated as soon as possible in writing delivered via email or verbally by telephone or in person to the other Party’s Appointee. The Objections which may be raised and the manner in which the Shared Vote may be cast are set forth on the table below. Remediation Proposal NorthWestern Appointee casts the Shared Vote in accordance with instruction of Avista PSE Appointee Prudency Objection: The NorthWestern Appointee shall be entitled to raise a Prudency Objection. If the NorthWestern Appointee raises a Prudency Objection, the NorthWestern Appointee shall cast the Shared Vote consistent with the results of a dispute resolution process conducted in accordance with Section 3.2. Such a dispute resolution process shall be the exclusive means of resolving any Prudency Objection, and the Parties shall not have recourse to the provisions of Article 4 for such purposes. Operator Replacement Proposal NorthWestern Appointee casts the Shared Vote None Not Applicable Other Proposal NorthWestern Appointee casts the Shared Vote Classification Objection: The Avista PSE Appointee shall be entitled to raise a Classification Objection. If the Avista PSE Appointee raises a Classification Objection, the classification of the Proposal shall be determined in a dispute resolution process conducted in accordance with Section 3.2. Such a dispute resolution process shall be the exclusive means of resolving any Classification Objection, and the Parties shall not have recourse to the provisions of Article 4 for such purposes. (c) The Avista PSE Appointee and the NorthWestern Appointee agree to cooperate reasonably and consult with each another regarding any Remediation Proposal and regarding the appropriate classification of any Proposal that the NorthWestern Appointee determines is not a Remediation Proposal but that relates to or addresses matters involving the AOC, CCR compliance, or decommissioning or demolition of Colstrip Unit 3 or Colstrip Unit 4.

Voting Rights and Objections Generally. (a) With respect to any Remediation Proposal, Operator Replacement Proposal, or Other Proposal, the The Shared Vote shall be cast strictly in accordance with this Agreement and furthermore shall be cast by one of the NorthWestern Appointee as described in Party Appointees depending on the table contained below in this Section 3.1.The NorthWestern Appointee will, in the case subject matter of any Remediation Proposal or any Other Proposal that the NorthWestern Appointee determines is not a Remediation Proposal but that relates to or addresses matters involving the AOC, CCR compliance, or decommissioning or demolition of Colstrip Unit 3 or Colstrip Unit 4, notify the Avista Appointee of such Proposal as soon as possible after delivery by NorthWestern of such Proposal to the Project Committee or receipt by NorthWestern of such Proposal from any other Owner or Project User, as applicable. (b) Any Objection each Proposal. Objections shall be communicated as soon as possible but in writing delivered via email or any event prior to the casting of an official vote by the Project Committee as follows: (i) the Objection shall be communicated verbally by telephone or in person to the other Party’s AppointeeParty Appointee for any Proposal received on the day of the Project Committee meeting in which such Proposal is to be considered and (ii) the Objection shall be communicated in writing delivered via facsimile or in person and verbally by telephone or in person to the other Party Appointee for any Proposal received prior to the day of the Project Committee meeting in which such Proposal is to be considered. The Subject to Section 3.1(c), the types of Objections which may be raised and the manner in which the Shared Vote may be cast are set forth on the table chart below. Remediation If a Party Appointee is absent from a Project Committee meeting and appropriate alternate arrangements consistent with the Ownership Agreement have not been made (except for such absences due to an emergency or similar circumstances beyond such Appointee's control), the other Party may cast the Shared Vote. --------------------------------------------------------------------------------------------------------------------- VOTING RIGHTS IF NO SUBJECT MATTER OBJECTION IS RAISED PERMITTED OBJECTIONS DEFAULT RESOLUTION AFTER AN OBJECTION IS RAISED --------------------------------------------------------------------------------------------------------------------- Colstrip 3 PP&L Appointee casts Classification If a Classification Objection: The Proposal NorthWestern shall Proposal the Shared Vote. Objection or Lease be re-classified as a Colstrip 4 Proposal or a Default Objection. Mixed Proposal pursuant to MPC's instructions and the Shared Vote shall be cast by the Party entitled thereto, unless PP&L Montana contests the Classification Objection under Article IV. If a Lease Default Objection: MPC Appointee casts the Shared Vote in accordance with instruction of Avista Appointee Prudency Objection: The NorthWestern Appointee shall be entitled to raise a Prudency Objectionunless PP&L Montana contests the Lease Default Objection under Article IV. If the NorthWestern Appointee raises a Prudency Objection, the NorthWestern Appointee shall cast the Shared Vote consistent with the results of a dispute resolution process conducted in accordance with Section 3.2. Such a dispute resolution process shall be the exclusive means of resolving any Prudency Objection, and the Parties shall not have recourse to the provisions of Article 4 for such purposes. Operator Replacement Proposal NorthWestern Appointee casts the Shared Vote None Not Applicable Other Proposal NorthWestern Appointee casts the Shared Vote Classification Objection: The Avista Appointee shall be entitled to raise a Classification Objection. If the Avista Appointee raises a Classification Objection, the classification of the Proposal shall be determined in a dispute resolution process conducted in accordance with Section 3.2. Such a dispute resolution process shall be the exclusive means of resolving any Classification Objection, and the Parties shall not have recourse to the provisions of Article 4 for such purposes. (c) The Avista Appointee and the NorthWestern Appointee agree to cooperate reasonably and consult with each another regarding any Remediation Proposal and regarding the appropriate classification of any Proposal that the NorthWestern Appointee determines is not a Remediation Proposal but that relates to or addresses matters involving the AOC, CCR compliance, or decommissioning or demolition of Colstrip Unit 3 or Colstrip Unit 4.---------------------------------------------------------------------------------------------------------------------