THE QDF.
IN THE EVENT THAT
ANY FUNDS REMAIN IN THE NDF AFTER GIVING EFFECT TO THE REQUIREMENTS OF SECTIONS
6.12.2 AND 6.12.3, SUCH FUNDS SHALL BE TRANSFERRED TO THE BUYER NDF.
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6.12.5.
ON OR PRIOR TO THE CLOSING DATE, BUYER SHALL CREATE AND MAINTAIN A
THIRD DECOMMISSIONING TRUST THAT IS SEGREGATED FROM THE BUYER NDF AND BUYER QDF
(THE "BUYER BACKUP NDT").
THE BUYER BACKUP NDT SHALL SERVE AS AN ADDITIONAL OR
BACKUP DECOMMISSIONING FUNDING ASSURANCE FOR ZION STATION.
THE BUYER BACKUP NDT
WILL BE AN OBLIGEE OF THE IRREVOCABLE LETTER OF CREDIT AND WILL HOLD THE
DISPOSAL CAPACITY ASSET.
ANY PAYMENTS MADE PURSUANT TO THE IRREVOCABLE LETTER
OF CREDIT OR CASH COLLATERAL PROVIDED IN LIEU OF THE IRREVOCABLE LETTER OF
CREDIT ARE TO BE PAID TO AND HELD BY THE BUYER BACKUP NDT.
6.12.6.
BUYER SHALL TAKE ALL STEPS NECESSARY TO SATISFY ANY REQUIREMENTS
IMPOSED BY THE NRC REGARDING THE DECOMMISSIONING FUNDS, IN A MANNER SUFFICIENT
TO OBTAIN NRC APPROVAL OF THE TRANSFER OF THE NRC LICENSES FROM SELLER TO BUYER.
6.12.7.
THE PARTIES SHALL NOT TAKE ANY ACTIONS THAT WOULD CAUSE THE ACTUAL
TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT TO DIFFER
FROM OR BE INCONSISTENT WITH THE PRIVATE LETTER RULINGS SET FORTH IN THE
REQUIRED REGULATORY APPROVALS.
BUYER SHALL MAINTAIN THE BUYER QDF IN COMPLIANCE
WITH THE REQUIREMENTS OF CODE SECTION 468A AND THE APPLICABLE TREASURY
REGULATIONS THROUGHOUT THE PERIOD BEGINNING ON THE CLOSING DATE AND ENDING UPON
THE PUT OPTION CLOSING.
6.12.8.
SELLER SHALL CAUSE THE TRUSTEE OF THE QDF AND THE NDF TO PAY FINAL
EXPENSES FOR TRUSTEE AND INVESTMENT MANAGEMENT FEES AND OTHER ADMINISTRATIVE
EXPENSES OF THE QDF AND THE NDF RELATING TO TRANSACTIONS ON OR PRIOR TO THE
CLOSING DATE TO THE EXTENT PRACTICABLE BEFORE THE CLOSING DATE.
SELLER SHALL
CAUSE THE TRUSTEE OF THE QDF AND THE NDF TO NOTIFY BUYER IN WRITING OF ANY SUCH
QDF AND NDF EXPENSES DUE ON OR AFTER THE CLOSING DATE.
BUYER SHALL DIRECT THE
TRUSTEE OF THE BUYER QDF AND THE BUYER NDF TO PAY THE TAXES (OTHER THAN TAXES
FOR WHICH PROVISION HAS BEEN MADE THROUGH ASSETS RETAINED BY THE NDF PURSUANT TO
SECTION 6.12.3) AND EXPENSES IDENTIFIED IN THE PRECEDING SENTENCE TO THE EXTENT
NOT PAID BEFORE THE CLOSING DATE.
BUYER SHALL ENSURE THAT THE POST-CLOSING
DECOMMISSIONING TRUST AGREEMENT ALLOWS FOR THE PAYMENT OF SUCH EXPENSES.
6.13.
SPENT NUCLEAR FUEL FEES.
Between the date hereof and the Closing Date, and at all times thereafter,
Seller will remain liable for all Spent Nuclear Fuel Fees and any other fees
associated with electricity generated at Zion Station and sold prior to the
Closing Date, and Buyer shall have no Liability or responsibility therefor.
6.14.
DEPARTMENT OF ENERGY DECONTAMINATION AND DECOMMISSIONING FEES.
Seller will continue to pay all Department of Energy Decontamination and
Decommissioning Fees relating to Nuclear Fuel purchased and consumed at Zion
Station prior to the Closing Date, including all annual Special Assessment
invoices (if any) to be issued