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the other parties listed above and all parties shall confer and : vicw the situatiin. If, after conferring and reviewing the situation with the othc parties (or after making a good faith effort to do so) sucii party still desires to terminate the Project for that reason, it shall, not more than 45 days after giving the initial written notice referred to above, give a second written notice to all of the parties listr above, and, unless, within 15 days after the giving of suh second notice, one or more of the other parties gives written notice to all othe parties that in its good faith judgment, the facts fail to establish that one or more Project termin ion criteria have been met, the Project shall forthwith terminate, subject to the allowance of a reasonable time for the winding up of Project Activities. If any party gives such notice that in its good faith judgment the facts fail to establish that a Project termination criterion has been met, the matter again hall be refered to all parties for consultation. If within 30 days after receipt of such notice, any three or more of the parties give notice in writing that in their good faith judgment a Project termination criterion has been met, the Project shall, subjeco to winding up Project Activities, terminate on the tenth day following such notice unless on or before the tenth day after such notice any one of the parties who gave notice of its disagreement that a Project termination criterion had been met, elects, by written demand served upon the other parties, to postpone actual termination of the Project for a reasonable period of time (not to exceed six months), provided that such party shall furnish with such demand a certificate signed by the head of such party (as defined in paragraph 2.3.5 with respect to ERDA, TVA and CE and similar officials of Pric and BRC) to the effect that such party in good faith believes that within said period it can correct the conditions due to which each relevant Project termination criterion has been judged to have been met. If such party successfully corrects such conditions within said period the Proj ct shall continue. No party shall be deemed to have waived its right to utilize the foregoing termination procedures by reason of its acquiescence in the existence or continuation of facts or conditions constituting a Project termination criterion.

11.4 Each of the following shall constitute Project termination criterion:

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11.4.1.1 Any necessary governmental permit, license, authorization or approval required for the construction or

operation of the plant :licill not have been secured within six months following the scheduled time for such action on ERDA's approved Project schedules, and the Project is seriously delayed or hinderců thereby.

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11.4.1.2 There continues to exist for six months a

bion, suspension or loss of the right to proceed under any : cessary permit, license, authorization, or approval, and the Project is seriously delayed or hindered thereby.

11.4.2 The conditions precedent to the start of construction set forth in paragraph 5.2 have not been met within six months from the date ERDA certified it is otherwise ready to start construction and (but for the failure of said conditions to have been satisfied) had all necessary legal or Governmental authority to do so.

11.4.3 Despite the best efforts of ERDA and TVA, they have failed to obtain or maintain indemnification coverago under o substantially comparable in scope and in respect of persons indemnified to that required by the provisions of Section 170 of the Atomic Energy Act of 1954, as amended, when said coverage is reasonably required for the Project, including the protection afforder by the limitation of liability contained in Section 170(e) the Atomic Energy Act.

11.4.4 Upon consicieration of all available resources, including ERDA's efforts to obtain additional funds pursuant to paragraph 4.1.4, it appears ac any time that there are o: will soon be insufficient Project resources (including funds to cover the cost of the turbine-generator, auxiliary equipment, switchyard and associated facilities) to permit the

effective conduct of the Project, including full satisi faction of anticipated comunitments and contingencics.

11.4.5 There is in existence a final court injunction or administrative order with respect to which all times fo: appeal have run which prevents the Project from proceeding to conclusion in a manner permitting attainment of the Principal Project Objectives.

11.4.6 For technical or e:ivironmental reasons the Principal Project Objectives cannot be realized.

11.4.7 There is in existence a written dctermination by PMC, delivered to all parties, that it does not , agree with a decision of the Administrator of ERDA, made pursuant to the provisions of paragrüph 2.3.5, to proceed with a major change from the Reference Design.

11.5 The following provisions shall govern the financial obligations of PHC and ERDA to each other following termination of the Project.

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11.5.1 Upon termination, PMC shall pay to ERDA an annount e al to (a) the total of (i) all funds under ric's possessi: control or <irection at ti.c date of to 'in: ition, and (ii) all funds rcleused to PNC by Ci. and TVA pursuant to the provisions of paragraph 9.4 subsequent to the date of termination, less an amount equal ti (b) Pic's unpaid allowa ble costs of (i) operatiny Pi1C through the date of termination (ii) satis: iny airy claims or liabilities asserted against PMC, and (iii) winding up Pric's affairs follok ng tle date of termination. PMC shall also assign to ERDA all of PMC's rights, if any, to collect and receive any amounts due and unpaid as of the date of termination under any Utility Contribution Agreement; it being understood, however, that no contributing utility shall have any obligation to make any payment under a Utility Contribution Agreement which payment becomes due at any time following the date of termination. In the event that Pac's allowable costs exceed the total of all funds referred to in (a) above, LRDA shall pay such excess allowable costs on behalf of PMC.

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11.5.2 PMC's payments under this paragraph 11.5 shall be made in two installments, both o which shall be determined by PMC and be subject to prior verification by ERDA. The first installment shall be paid no later than 45 days following the date of terminati in. The second installment shall be paid upon receipt by PMC of an audit from PMC's independeni Certified Public Accountants (which shall promptly follow the wind-up of PMC's affairs, and the final disposition of, or provision for, any outstanding claims against or liabilities of PMC).

11.5.3 Each installment referred to in paragraph 11.5.2 above shall be in an amount equal to the total of all funds described in 11.5.1(a) above which are held by PNC as of the date of such installment, less those rese

ves, if any, established by PMC pursuant to paragraph 2.5 covering those matters describe in 11.5.1(b) above. Any amounts held in reserve by PHC pursuant to paragraph 2.5 above which exceed PMC's actual obligations shall be paid promptly to ERDA.

11.5.4 Except as provided for in this paragraph 11.5, PHC shall have no obligations of any kind to E!DA respecting the costs of winding up the Project (should IRDA: decide to do so) or the decommissioning, dismantling or removal of the Demonstration Plant.

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12.1 PMC shall incorporate the following clause, with respect to dispuces between PHC and any of its contractors (other than CE, TVA and BRC):

"Except as otherwise provided in this contract, any disputes concerning a question of fact arising under this contract which are not disposed of by agreement shall be decided by the PMC Board of Director. or its designee which shall reduce its decision to writing and mail or otherwise furnish a copy thereof to tire contractor. The decision of the PMC Board or its designee shall be final and conclusive unless within 30 days from date of receipt of such copy the contractor mails or otherwise furnishes to the PMC Board or its designee a written appeal addressed to th: ERDA Board of Crntract Appeals. The decision of the Board of Contract Appe::ls shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by sıbstantial evidence. In connection with any appeal proceeding nder this clause, . he parties shall be afforded an opportunity to be heard and to offer evidence in support of their positions. Pending final decision of a dispute hercuncier, the contractor shall proceed dilige..ily with the performance of the contract and in accordance with the decision of the PMC Board or its designee. This disputes clause does not preclude consideration of questions of law in connection with decisions provided for above: Provided, that nothing in this contract siiall be construed as making final the decision of any administrative official, representative, or board on a question of law."

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13.1 Whenever a notice is given under this contract it shall be in writing, and a copy shall be sent to each party.

14.0 Contract Appendices

The attached appendices constitute integral parts of this contract:

Appendi: * - Descriptio of LMPBR Demonstratior Plan

and Site

Facility

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Appendix C - Pro isions Applicable to Activities Involving

the rise of ERDA Fu and to Other Project
Acti.ities to the bitent aplicable Law

Appendix D

Additional Principal obligations of TVA and
Additional Terms and Conditions Pertaining
Thereto

Appendix E

Provisions Generally App? cable to the

ontract

App indix F

- Additional Principal Undertakings of Commonwealth

Edison Company and Additional Terms and Conditions
Pertaining Thereto

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