MAINTAIN THE BUYER QDF TO BE IN COMPLIANCE WITH THE
REQUIREMENTS OF SECTION 468A OF THE CODE AND THE TREASURY REGULATIONS; AND
5.1.2.
AT ITS OWN COST AND IN COMPLIANCE WITH ALL APPLICABLE
LAW AND REGULATIONS AND PURSUANT TO THE TERMS, PLANS AND SPECIFICATIONS
ESTABLISHED IN THE LEASE AGREEMENT (ASSUMING THE SPENT NUCLEAR FUEL AND GREATER
THAN CLASS C WASTE HAVE NOT BEEN TRANSPORTED OFF THE ZION STATION SITE),
(I) BUILD THE ISFSI ISLAND; (II) MOVE THE SPENT NUCLEAR FUEL TO THE ISFSI
ISLAND; (III) STORE THE GREATER THAN CLASS C WASTE IN THE ISFSI ISLAND; AND
(IV) MAINTAIN THE ISFSI ISLAND UNTIL THE EARLIER OF THE PUT OPTION CLOSING OR
THE TIME WHEN THE SPENT NUCLEAR FUEL AND THE GREATER THAN CLASS C WASTE IS
TRANSFERRED AWAY FROM THE ZION STATION SITE.
DURING THE PERIOD FROM THE CLOSING DATE TO THE PUT OPTION CLOSING DATE, ZION
SOLUTIONS SHALL NOT:
5.1.3.
AMEND THE PSDAR FOR THE ZION STATION, BEYOND SUCH
AMENDMENT AS IS REQUIRED IN CONNECTION WITH THE TRANSFER OF THE NRC LICENSES AT
THE CLOSING DATE WITHOUT EXELON'S CONSENT, WHICH SHALL NOT BE UNREASONABLY
WITHHELD, IN ANY MANNER THAT WOULD REASONABLY BE EXPECTED TO RESULT IN THE
ACHIEVEMENT OF SUBSTANTIAL COMPLETION TO OCCUR AFTER THE TARGET COMPLETION DATE;
5.1.4.
SELL, LEASE, PLEDGE, MORTGAGE, ENCUMBER, RESTRICT,
DISPOSE OF, GRANT ANY RIGHT WITH RESPECT TO THE PUT OPTION ASSETS; PROVIDED,
HOWEVER, THE FOREGOING SHALL NOT BE CONSTRUED TO RESTRICT IN ANY WAY ZION
SOLUTIONS' ABILITY TO PERFORM THE DECOMMISSIONING WORK REQUIRED BY THE LEASE
AGREEMENT OR WITHDRAW BUYER NDF, BUYER QDF, OR BACKUP NDT FUNDS FOR
REIMBURSEMENT OF COSTS AND EXPENSES OF DECOMMISSIONING;
5.1.5.
MATERIALLY AMEND, EXTEND OR VOLUNTARILY TERMINATE PRIOR
TO THE EXPIRATION DATE THEREOF ANY OF THE SELLER AGREEMENTS, ZION SOLUTIONS'
AGREEMENTS OR ANY MATERIAL PERMIT OR ENVIRONMENTAL PERMIT OR WAIVE ANY DEFAULT
BY, OR RELEASE, SETTLE OR COMPROMISE ANY CLAIM AGAINST, ANY OTHER PARTY THERETO,
OTHER THAN: (I) IN THE ORDINARY COURSE OF BUSINESS, TO THE EXTENT CONSISTENT
WITH GOOD UTILITY PRACTICES; OR (II) WITH CAUSE, TO THE EXTENT CONSISTENT WITH
GOOD UTILITY PRACTICES;
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5.1.6.
AMEND IN ANY MATERIAL RESPECT OR CANCEL ANY PROPERTY,
LIABILITY OR CASUALTY INSURANCE POLICIES RELATED THERETO, OR FAIL TO USE
COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN WITH FINANCIALLY RESPONSIBLE
INSURANCE COMPANIES INSURANCE IN SUCH AMOUNTS AND AGAINST SUCH RISKS AND LOSSES
AS ARE CUSTOMARY FOR SUCH ASSETS AND BUSINESSES; PROVIDED, HOWEVER, THAT ZION
SOLUTIONS SHALL MAINTAIN THE INSURANCE REQUIRED BY THE LEASE AGREEMENT DURING
THE LEASE TERM;
5.1.7.
MOVE TO THE ZION STATION SITE ANY NUCLEAR MATERIALS OR
HAZARDOUS MATERIALS;
5.1.8.
SETTLE ANY CLAIM OR LITIGATION THAT RESULTS IN ANY
MATERIAL OBLIGATION IMPOSED ON THE PUT OPTION ASSETS THAT COULD REASONABLY BE
LIKELY TO CONTINUE PAST THE PUT OPTION CLOSING DATE;
5.1.9.
ENTER INTO ANY INDIVIDUAL REQUIREMENTS CONTRACT FOR
GOODS OR ANY COMMITMENT OR CONTRACT FOR NON-EMPLOYMENT RELATED SERVICES THAT
WILL BE DELIVERED OR PROVIDED AFTER THE PUT OPTION CLOSING DATE OR SUCH OTHER
DATE AS THE PARTIES MUTUALLY AGREE TO BE