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BROOKINGS - TWIN CITIES TRANSMISSION PROJECT AGREEMENT <br />ARTICLE 1 <br />TERM AND TERMINATION OF AGREEMENT; DEFINITIONS <br />Section 101. Term and Termination. <br />This Agreement shall be effective upon: (i) execution and delivery of the Transmission <br />Project Agreements by CMMPA, and each of the Participants listed and having the <br />Participant Shares specified in Attachment 3 hereto; and (ii) the effective date of the <br />Brookings Project Participation Agreement. This Agreement shall terminate or may be <br />terminated only in accordance with Articles 9 and 10 of this Agreement. <br />Section 102. Definitions. <br />As used in this Agreement (including its preamble, recitals, and attachments): <br />(a) "Act" means the Minnesota Statutes, Chapter 453, Sections 453.51 to 453.62, as <br />the same has been heretofore or may be hereinafter amended. <br />(b) "Agreement" and "Transmission Project Agreement" mean this Brookings - <br />Twin Cities Transmission Project Agreement between CMMPA and the <br />Participant and all substantially similar agreements entered into by CMMPA and <br />the other Participants with respect to the Brookings Project, in each case as the <br />same may be amended from time to time, including all Attachments to this <br />Agreement, as any such Attachment may be revised and updated from time to in <br />accordance with Section 1001(c), and any substantially similar agreement entered <br />into between CMMPA and any party that is not a Participant in connection with <br />any transfer of any Participant Share pursuant to Section 801(c) of this <br />Agreement. <br />(c) "Annual Budget" means the budget effective for any Contract Year pursuant to <br />Section 602 of this Agreement, which itemizes the estimated Monthly <br />Transmission Project Costs during a Contract Year, or, in the case of an amended <br />Annual Budget, during the remainder of a Contract Year. <br />(d) "Applicable Law" means (i) any and all laws (including all statutory enactments <br />and common law), ordinances, constitutions, regulations, treaties, rules, codes, <br />standards, permits, requirements and orders that: (a) have been adopted, enacted, <br />implemented, promulgated, ordered, issued, entered or deemed applicable by or <br />under the authority of any governmental or regulatory agency or body having <br />jurisdiction over a specified Person (or the properties or assets of such Person) <br />and (b) are applicable to the Brookings Project, or the performance of the <br />obligations of the Owners and other parties to the Project Agreements; and (ii) the <br />rules, orders, regulations, practices, procedures and protocols established in <br />compliance with Applicable Law (as defined in clause (i) of this definition) by <br />duly authorized transmission providers (such as MISO), electric reliability <br />organizations (such as the North American Electric Reliability Corporation and <br />the Midwest Reliability Organization) and comparable Persons that are applicable <br />