Common use of Nuclear Fuel Clause in Contracts

Nuclear Fuel. 11.1 Except as provided in the Settlement Agreement and Sections 11.3 and 11.5 of this Agreement, the Operating Agent shall make all arrangements for the Supply of Nuclear Fuel consistent with the Nuclear Fuel Management Plan most recently approved by the Board of Review. In doing so, the Operating Agent, acting as principal on its own behalf and (1) as agent for San Diego with respect to SONGS Unit 1 and (2) as agent for San Diego, Anaheim, and Riverside with respect to SONGS Units 2 and 3, shall negotiate, administer, perform, and enforce Nuclear Fuel Agreements as it deems necessary or appropriate and shall, subject to the limitations stated below in Sections 11.1.1 through 11.1.6, execute such Nuclear Fuel Agreements. Notwithstanding any contrary language in this Agreement, Anaheim’s rights and duties under this Section 11 shall be determined by the Settlement Agreement and it shall share in any fees, payments, or other consideration of value received for any spent nuclear fuel for which it retains an obligation under the Settlement Agreement. 11.1.1 Prior to execution, the Operating Agent shall submit to the Nuclear Fuel Representatives for approval of any proposed Nuclear Fuel Agreement for which the supplier of goods or services to SONGS is (1) a joint venture in which Edison is a participant, or (2) a subsidiary or partner of Edison. 11.1.2 The Operating Agent shall submit all proposed Nuclear Fuel Agreements for the supply of U308 conversion services, enrichment, fabrication, or spent fuel storage and disposal, and all other Nuclear Fuel Agreements with the financial obligation in excess of $500,000, to the Nuclear Fuel Representatives for approval prior to execution by the Operating Agent; provided, that such Nuclear Fuel Agreements may be executed by the Operating Agent without being submitted to the Nuclear Fuel Representatives for prior approval so long as: (a) submission to the Nuclear Fuel Representatives for approval cannot, in the judgment of the Operating Agent, be accomplished within the time available for completing such proposed Nuclear Fuel Agreement, and (b) the obligations of the Parties pursuant to such Nuclear Fuel Agreements are within and consistent with the Nuclear Fuel Management Plan most recently approved by the Board of Review. 11.1.3 The Operating Agent shall have the right to request that Other Parties execute Nuclear Fuel Agreements in which they have an interest. Such contracts and their execution shall be in conformance with such Other Parties’ respective by-laws or city charters. As soon as the Operating Agent has determined that a proposed contract should be executed by Other Parties, it shall promptly advise such Other Parties and shall keep those Parties advised of contract negotiations. Upon request, any such Other Party shall have the right and opportunity to become fully informed by, and provide input to, the Operating Agent during the course of such negotiations. Each such Other Party shall diligently and expeditiously, consistent with its by-laws or city charter, review all such contracts and shall not unreasonably withhold its execution of such contracts. The provisions of Sections 6.2.4, 6.2.5, and 21 of this Agreement shall not govern the requests for or the execution of such contracts as provided in this Section 11.1.3, and the Operating Agent reserves the right at any time to withdraw its request that such Other Parties execute any such contract. In the event of any such withdrawal, and the subsequent execution of such contract, and the liability of the Operating Agent in connection therewith, shall be no different than that which would have accrued if the Operating Agent had never requested execution by Other parties. 11.1.4 Any Nuclear Fuel Agreement which is entered into on behalf of less than all Parties shall be submitted for approval only to the Nuclear Fuel Representatives of the Parties involved in such Nuclear Fuel Agreement in accordance with the provisions of this Section 11.1. 11.1.5 The Operating Agent shall promptly furnish each Other Party through the Nuclear Fuel Representatives a copy of each such Nuclear Fuel Agreement executed by the Operating Agent for such Other Party and, where prior approval has not been obtained, the copy of the Nuclear Fuel Agreement shall be accompanied by a statement indicating the reasons why prior approval was not obtained. 11.1.6 At the effective date of this Agreement, the Operating Agent has entered into various Nuclear Fuel Agreements for SONGS. San Diego shall be bound by, and shall be entitled to its Ownership Share of the benefits of, all such agreements, and shall pay its Ownership Share of all costs and liabilities incurred by the Operating Agent in the performance of his duties thereunder. Except as provided in Section 31, Riverside shall be bound by, and shall be entitled to its Ownership Share of the benefits of those portions of such agreements which are applicable to SONGS Units 2 and 3, and shall pay its Ownership Share of all costs and liabilities incurred by the Operating Agent in the performance of its duties under such portions. Said benefits, costs, and liabilities shall inure to or become the responsibility of the Other Parties in their respective Ownership Shares regardless of whether or not such Other Parties or any of them have become parties to such agreements. A list of those agreements in effect as of April 1, 2011, under which expenditures for each such agreement are expected to total in excess of $3,000,000 is attached hereto as Exhibit P. 11.2 All costs incurred by the Operating Agent in connection with the Supply of Nuclear Fuel shall be shared as follows: (i) all payments made by the Operating Agent pursuant to any Nuclear Fuel Agreement shall be shared by Edison, San Diego, and Riverside in proportion to their interests in such Nuclear Fuel Agreement and (ii) all other costs and expenses incurred by the Operating Agent (including overhead, payroll tax, pension and benefit, and administrative and general expenses applicable thereto and determined in the manner set forth in Section 10) in connection with the Supply of Nuclear Fuel, including, but not necessarily limited to, the acquisition, engineering, fuel management, and disposal of Nuclear Fuel, shall be shared by Edison, San Diego, and Riverside in proportion to their Ownership Shares in the Unit for which such Nuclear Fuel is obtained. Unless otherwise agreed to by the Fiscal Representatives, no administrative and general expenses incurred by the Operating Agent shall be allocated to the payments referred to in the preceding Section 11.2(i). Each Party shall own an undivided interest in all Nuclear Fuel, except for source material (U308 purchased pursuant to Section 11.3 and UF6 purchased pursuant to Section 11.5) for each Unit equal to its Ownership Share of such Unit. Each Party may determine its own method of financing its share of costs and expenses associated with such interest; provided, that no Party shall enter into any arrangement which imposes any obligation upon any other Party or restricts or limits the rights of the other Parties to finance the costs associate with their respective undivided interests. A Party may sell or assign all or part of its interests in Nuclear Fuel to any person or entity (“Fuel Lessor”) for leaseback to such Party subject to the conditions that: (i) the Fuel Lessor shall waive irrevocably all right to partition of such Nuclear Fuel and (ii) such Party shall indemnify all other Parties against any costs or expenses incurred by them because of such Party’s sale and leaseback of its interest in Nuclear Fuel. 11.3 Any Party may elect to provide its own U308 as follows: 11.3.1 Any Other Party may elect to provide directly all or a portion of its share of U308 not covered by an existing Nuclear Fuel Agreement entered into in accordance with Section 11.1 by giving written notice thereof to the Operating Agent; provided that such Other Party has not elected to participate in purchase pursuant to Section 11.3.2 and that the total quantity allocated by such Other Party to any Unit shall be no greater than the amount of such Other Party’s uncommitted Uranium Requirements for such Unit identified by the Operating Agent in the Nuclear Fuel Management Plan most recently approved by the Board of Review. The quantity so supplied by one or more Other Parties shall be no less than the minimum quantity permitted by the conversion facility to which such U308 is being supplied. Any Other Party shall promptly notify the Operating Agent upon financing any acquisition of U308. 11.3.2 For the purposes of Sections 11.3.2 and 11.3.3, “Short-Term Requirements” shall mean the U308 to be purchased to fulfill the uncommitted requirements of the first five-year period of the most current Nuclear Fuel Management Plan, and “Long-Term Requirements” shall mean the U308 to be purchased to fulfill the uncommitted requirements for the sixth year and beyond. The Operating Agent through the Nuclear Fuel Management Plan shall inform the Other Parties of the quantity of U308, identified by Party share, necessary to satisfy the Parties’ Short-Term Requirements, and each of the Other Parties’ Short-Term Requirements, and each of the Other Parties shall notify the Operating Agent in writing as to its election to acquire its own share of such U308 or participate with the Operating Agent in such acquisition. When the Operating Agent determines it is necessary or timely to purchase U308 to satisfy Short-Term Requirements, the Operating Agent, through the Nuclear Fuel Representatives, shall notify those Other Parties who have not previously elected pursuant to Section 11.3.1 or this Section 11.3.2 to supply their share of such Short-Term Requirements of such determination and shall request their election of participation or non-participation in the procurement effort. Such notice shall include a preliminary schedule and quantity of planned purchases, identified by Party share, necessary to fulfill such Short-Term Requirements and may include in the plan such additional quantities of Long-Term Requirements if the Operating Agent determines that it is advantageous to purchase such additional quantities in order to obtain U308 to meet such Short-Term Requirements. Each Other Party receiving such notice of Short-Term Requirement procurement shall, within 30 days of such receipt, notify the Operating Agent of its election to participate or not to participate in the contemplated purchase. The Operating Agent shall finalize the schedule and quantity of such purchases to reflect such election notices and, except as provided in Section 11.4, shall have no further obligation to obtain a Short-Term Requirement supply of U308 for any Other Party who has elected not to participate in such Short-Term Requirement purchase. Notwithstanding the provisions of this Section 11.1, the election by any Other Party to participate in such Short-Term Requirements purchase shall constitute a commitment by such Other Party to be bound by the contractual arrangements therefore subsequently entered into on its behalf by the Operating Agent. No further approval by such Other Party’s Nuclear Fuel Representative shall be required, except that the provisions of Section 11.1 shall apply if the supplier is a subsidiary or partner of Edison or is a joint venture as described in Section 11.1, and Edison shall have the right to request any Other Party to execute such agreements pursuant to Section 11.1.3. 11.3.3 Any Party shall have the right to purchase U308 on its own behalf to provide for its share of Long-Term Requirements. 11.3.4 Once the Operating Agent has acknowledged in writing any Other Party’s election to provide U308, such Other Party shall be responsible for providing and delivering such U308. Such U308 shall be delivered in accordance with the requirements and specifications of the appropriate conversion facility, and shall be delivered in accordance with the schedule specified in the most recently approved Nuclear Fuel Management Plan, unless otherwise advised in writing by the Operating Agent. 11.3.5 If, subsequent to any Other Party’s election to provide U308 for any Unit pursuant to Sections 11.3.1 or 11.3.2, the Uranium Requirements for such Unit change due to fuel management decisions by the Operating Agent (such as, but not necessarily limited to, changes in time between refuelings or changes in fuel burn up levels, changes in actual or anticipated Unit operations, new or changed government enrichment policies, or the availability of recycled uranium or plutonium), then such Other Party shall be responsible for supplying the proportionate amount of any increased Uranium Requirements, or inventorying a proportionate amount of any decreased Uranium Requirements for such Unit. The Operating Agent shall promptly notify the Other Parties of any such change in Uranium Requirements. 11.3.6 If any Other Party chooses to provide its own U308, it shall bear all costs incurred in the procurement and delivery of such concentrates as provided for in Section 11.3.4, and such costs shall not be included in the costs to be shared pursuant to Section 11.2. 11.4 It is recognized that failure of any Other Party to fulfill its responsibilities provided for in Section 11.3 could delay the availability of fuel and, thus, impair operation of the Unit. Accordingly, the following provisions are adopted to assure the timely and dependable availability of all U308 required for SONGS: 11.4.1 Except as provided below in this Section 11.4.1, not less than one year prior to the first date in each calendar year in which U308 is scheduled to be delivered for conversion, each Other Party which has elected to supply U308 shall provide the Operating Agent with an executed contract (or other evidence of a firm arrangement acceptable to the Operating Agent) for providing such required quantity and quality of U308 in accordance with the provisions of Section 11.3.4. However, in no case shall such Other Party be required to provide an executed contract (or other evidence) to the Operating Agent less than two months after giving notice of its intent to acquire U308 pursuant to elections under Section 11.3.2. 11.4.2 If, within 30 days after such contract (or other evidence) is due or received, the Operating Agent reasonably concludes that such contract (or other evidence) provided by such Other Party (“Deficient Party”) is unacceptable to assure the timely and dependable delivery of such U308 as required, the Operating Agent shall so notify such Deficient Party in writing. If, within 15 days after receipt of such notice, such Deficient Party has not provided additional evidence acceptable to the Operating Agent, the Operating Agent shall so notify the Deficient Party and is authorized and shall proceed to acquire and arrange for the delivery of the quantity and qualify of such U308 required to be provided by the Deficient Party. The actual costs of acquiring U308 shall be billed to the Deficient Party in accordance with the provisions of Section 15.2. The Operating Agent shall make a reasonable effort to acquire such U308 on terms which are reasonable in the commercial context which exists at the time of the acquisition. However, neither the Operating Agent nor any Other Party shall be obligated to supply such material from its own inventories of, or right to, U308 or to afford the Deficient Party access to the benefits of any favorable business opportunities available to the Operating Agent or any Other Party. No Party shall incur any liability to any other Party as a result of carrying out the provisions of this Section 11.4 except as provided in this Section 11.4. 11.4.3 If, at any time after the Other Party provides such contract (or other evidence) pursuant to Section 11.4.1 or additional evidence pursuant to Section 11.4.2, the Operating Agent reasonably concludes that such Other Party’s ability to provide its required quantity and quality of U308 is in doubt, the Operating Agent shall so notify such Other Party in writing. The Operating Agent shall not unreasonably delay giving such notice. If, within 15 days after receipt of such notice, such Other Party has not provided reasonable assurance of its ability to provide U308, the Operating Agent is a

Nuclear Fuel. 11.1 Except as provided in the Settlement Agreement and Sections 11.3 and 11.5 of this Agreement, the Operating Agent shall make all arrangements for the Supply of Nuclear Fuel consistent with the Nuclear Fuel Management Plan most recently approved by the Board of Review. In doing so, the Operating Agent, acting as principal on its own behalf and (1) as agent for San Diego with respect to SONGS Unit 1 and (2) as agent for San Diego, Anaheim, and Riverside with respect to SONGS Units 2 and 3, shall negotiate, administer, perform, and enforce Nuclear Fuel Agreements as it deems necessary or appropriate and shall, subject to the limitations stated below in Sections 11.1.1 through 11.1.6, execute such Nuclear Fuel Agreements. Notwithstanding any contrary language in this Agreement, Anaheim’s rights and duties under this Section 11 shall be determined by the Settlement Agreement and it shall share in any fees, payments, or other consideration of value received for any spent nuclear fuel for which it retains an obligation under the Settlement Agreement. 11.1.1 Prior to execution, the Operating Agent shall submit to the Nuclear Fuel Representatives for approval of any proposed Nuclear Fuel Agreement for which the supplier of goods or services to SONGS is (1) a joint venture in which Edison is a participant, or (2) a subsidiary or partner of Edison. 11.1.2 The Operating Agent shall submit all proposed Nuclear Fuel Agreements for the supply of U308 conversion services, enrichment, fabrication, or spent fuel storage and disposal, and all other Nuclear Fuel Agreements with the financial obligation in excess of $500,000, to the Nuclear Fuel Representatives for approval prior to execution by the Operating Agent; provided, that such Nuclear Fuel Agreements may be executed by the Operating Agent without being submitted to the Nuclear Fuel Representatives for prior approval so long as: (a) submission to the Nuclear Fuel Representatives for approval cannot, in the judgment of the Operating Agent, be accomplished within the time available for completing such proposed Nuclear Fuel Agreement, and (b) the obligations of the Parties pursuant to such Nuclear Fuel Agreements are within and consistent with the Nuclear Fuel Management Plan most recently approved by the Board of Review. 11.1.3 The Operating Agent shall have the right to request that Other Parties execute Nuclear Fuel Agreements in which they have an interest. Such contracts and their execution shall be in conformance with such Other Parties’ respective by-laws or city charters. As soon as the Operating Agent has determined that a proposed contract should be executed by Other Parties, it shall promptly advise such Other Parties and shall keep those Parties advised of contract negotiations. Upon request, any such Other Party shall have the right and opportunity to become fully informed by, and provide input to, the Operating Agent during the course of such negotiations. Each such Other Party shall diligently and expeditiously, consistent with its by-laws or city charter, review all such contracts and shall not unreasonably withhold its execution of such contracts. The provisions of Sections 6.2.4, 6.2.5, and 21 of this Agreement shall not govern the requests for or the execution of such contracts as provided in this Section 11.1.3, and the Operating Agent reserves the right at any time to withdraw its request that such Other Parties execute any such contract. In the event of any such withdrawal, and the subsequent execution of such contract, and the liability of the Operating Agent in connection therewith, shall be no different than that which would have accrued if the Operating Agent had never requested execution by Other parties. 11.1.4 Any Nuclear Fuel Agreement which is entered into on behalf of less than all Parties shall be submitted for approval only to the Nuclear Fuel Representatives of the Parties involved in such Nuclear Fuel Agreement in accordance with the provisions of this Section 11.1. 11.1.5 The Operating Agent shall promptly furnish each Other Party through the Nuclear Fuel Representatives a copy of each such Nuclear Fuel Agreement executed by the Operating Agent for such Other Party and, where prior approval has not been obtained, the copy of the Nuclear Fuel Agreement shall be accompanied by a statement indicating the reasons why prior approval was not obtained. 11.1.6 At the effective date of this Agreement, the Operating Agent has entered into various Nuclear Fuel Agreements for SONGS. San Diego shall be bound by, and shall be entitled to its Ownership Share of the benefits of, all such agreements, and shall pay its Ownership Share of all costs and liabilities incurred by the Operating Agent in the performance of his duties thereunder. Except as provided in Section 31, Riverside shall be bound by, and shall be entitled to its Ownership Share of the benefits of those portions of such agreements which are applicable to SONGS Units 2 and 3, and shall pay its Ownership Share of all costs and liabilities incurred by the Operating Agent in the performance of its duties under such portions. Said benefits, costs, and liabilities shall inure to or become the responsibility of the Other Parties in their respective Ownership Shares regardless of whether or not such Other Parties or any of them have become parties to such agreements. A list of those agreements in effect as of April 1, 2011, under which expenditures for each such agreement are expected to total in excess of $3,000,000 is attached hereto as Exhibit P. 11.2 All costs incurred by the Operating Agent in connection with the Supply of Nuclear Fuel shall be shared as follows: (i) all payments made by the Operating Agent pursuant to any Nuclear Fuel Agreement shall be shared by Edison▇▇▇▇▇▇, San Diego, and Riverside in proportion to their interests in such Nuclear Fuel Agreement and (ii) all other costs and expenses incurred by the Operating Agent (including overhead, payroll tax, pension and benefit, and administrative and general expenses applicable thereto and determined in the manner set forth in Section 10) in connection with the Supply of Nuclear Fuel, including, but not necessarily limited to, the acquisition, engineering, fuel management, and disposal of Nuclear Fuel, shall be shared by Edison▇▇▇▇▇▇, San Diego, and Riverside in proportion to their Ownership Shares in the Unit for which such Nuclear Fuel is obtained. Unless otherwise agreed to by the Fiscal Representatives, no administrative and general expenses incurred by the Operating Agent shall be allocated to the payments referred to in the preceding Section 11.2(i). Each Party shall own an undivided interest in all Nuclear Fuel, except for source material (U308 purchased pursuant to Section 11.3 and UF6 purchased pursuant to Section 11.5) for each Unit equal to its Ownership Share of such Unit. Each Party may determine its own method of financing its share of costs and expenses associated with such interest; provided, that no Party shall enter into any arrangement which imposes any obligation upon any other Party or restricts or limits the rights of the other Parties to finance the costs associate with their respective undivided interests. A Party may sell or assign all or part of its interests in Nuclear Fuel to any person or entity (“Fuel Lessor”) for leaseback to such Party subject to the conditions that: (i) the Fuel Lessor shall waive irrevocably all right to partition of such Nuclear Fuel and (ii) such Party shall indemnify all other Parties against any costs or expenses incurred by them because of such Party’s sale and leaseback of its interest in Nuclear Fuel. 11.3 Any Party may elect to provide its own U308 as follows: 11.3.1 Any Other Party may elect to provide directly all or a portion of its share of U308 not covered by an existing Nuclear Fuel Agreement entered into in accordance with Section 11.1 by giving written notice thereof to the Operating Agent; provided that such Other Party has not elected to participate in purchase pursuant to Section 11.3.2 and that the total quantity allocated by such Other Party to any Unit shall be no greater than the amount of such Other Party’s uncommitted Uranium Requirements for such Unit identified by the Operating Agent in the Nuclear Fuel Management Plan most recently approved by the Board of Review. The quantity so supplied by one or more Other Parties shall be no less than the minimum quantity permitted by the conversion facility to which such U308 is being supplied. Any Other Party shall promptly notify the Operating Agent upon financing any acquisition of U308. 11.3.2 For the purposes of Sections 11.3.2 and 11.3.3, “Short-Term Requirements” shall mean the U308 to be purchased to fulfill the uncommitted requirements of the first five-year period of the most current Nuclear Fuel Management Plan, and “Long-Term Requirements” shall mean the U308 to be purchased to fulfill the uncommitted requirements for the sixth year and beyond. The Operating Agent through the Nuclear Fuel Management Plan shall inform the Other Parties of the quantity of U308, identified by Party share, necessary to satisfy the Parties’ Short-Term Requirements, and each of the Other Parties’ Short-Term Requirements, and each of the Other Parties shall notify the Operating Agent in writing as to its election to acquire its own share of such U308 or participate with the Operating Agent in such acquisition. When the Operating Agent determines it is necessary or timely to purchase U308 to satisfy Short-Term Requirements, the Operating Agent, through the Nuclear Fuel Representatives, shall notify those Other Parties who have not previously elected pursuant to Section 11.3.1 or this Section 11.3.2 to supply their share of such Short-Term Requirements of such determination and shall request their election of participation or non-participation in the procurement effort. Such notice shall include a preliminary schedule and quantity of planned purchases, identified by Party share, necessary to fulfill such Short-Term Requirements and may include in the plan such additional quantities of Long-Term Requirements if the Operating Agent determines that it is advantageous to purchase such additional quantities in order to obtain U308 to meet such Short-Term Requirements. Each Other Party receiving such notice of Short-Term Requirement procurement shall, within 30 days of such receipt, notify the Operating Agent of its election to participate or not to participate in the contemplated purchase. The Operating Agent shall finalize the schedule and quantity of such purchases to reflect such election notices and, except as provided in Section 11.4, shall have no further obligation to obtain a Short-Term Requirement supply of U308 for any Other Party who has elected not to participate in such Short-Term Requirement purchase. Notwithstanding the provisions of this Section 11.1, the election by any Other Party to participate in such Short-Term Requirements purchase shall constitute a commitment by such Other Party to be bound by the contractual arrangements therefore subsequently entered into on its behalf by the Operating Agent. No further approval by such Other Party’s Nuclear Fuel Representative shall be required, except that the provisions of Section 11.1 shall apply if the supplier is a subsidiary or partner of Edison or is a joint venture as described in Section 11.1, and Edison shall have the right to request any Other Party to execute such agreements pursuant to Section 11.1.3. 11.3.3 Any Party shall have the right to purchase U308 on its own behalf to provide for its share of Long-Term Requirements. 11.3.4 Once the Operating Agent has acknowledged in writing any Other Party’s election to provide U308, such Other Party shall be responsible for providing and delivering such U308. Such U308 shall be delivered in accordance with the requirements and specifications of the appropriate conversion facility, and shall be delivered in accordance with the schedule specified in the most recently approved Nuclear Fuel Management Plan, unless otherwise advised in writing by the Operating Agent. 11.3.5 If, subsequent to any Other Party’s election to provide U308 for any Unit pursuant to Sections 11.3.1 or 11.3.2, the Uranium Requirements for such Unit change due to fuel management decisions by the Operating Agent (such as, but not necessarily limited to, changes in time between refuelings or changes in fuel burn up levels, changes in actual or anticipated Unit operations, new or changed government enrichment policies, or the availability of recycled uranium or plutonium), then such Other Party shall be responsible for supplying the proportionate amount of any increased Uranium Requirements, or inventorying a proportionate amount of any decreased Uranium Requirements for such Unit. The Operating Agent shall promptly notify the Other Parties of any such change in Uranium Requirements. 11.3.6 If any Other Party chooses to provide its own U308, it shall bear all costs incurred in the procurement and delivery of such concentrates as provided for in Section 11.3.4, and such costs shall not be included in the costs to be shared pursuant to Section 11.2. 11.4 It is recognized that failure of any Other Party to fulfill its responsibilities provided for in Section 11.3 could delay the availability of fuel and, thus, impair operation of the Unit. Accordingly, the following provisions are adopted to assure the timely and dependable availability of all U308 required for SONGS: 11.4.1 Except as provided below in this Section 11.4.1, not less than one year prior to the first date in each calendar year in which U308 is scheduled to be delivered for conversion, each Other Party which has elected to supply U308 shall provide the Operating Agent with an executed contract (or other evidence of a firm arrangement acceptable to the Operating Agent) for providing such required quantity and quality of U308 in accordance with the provisions of Section 11.3.4. However, in no case shall such Other Party be required to provide an executed contract (or other evidence) to the Operating Agent less than two months after giving notice of its intent to acquire U308 pursuant to elections under Section 11.3.2. 11.4.2 If, within 30 days after such contract (or other evidence) is due or received, the Operating Agent reasonably concludes that such contract (or other evidence) provided by such Other Party (“Deficient Party”) is unacceptable to assure the timely and dependable delivery of such U308 as required, the Operating Agent shall so notify such Deficient Party in writing. If, within 15 days after receipt of such notice, such Deficient Party has not provided additional evidence acceptable to the Operating Agent, the Operating Agent shall so notify the Deficient Party and is authorized and shall proceed to acquire and arrange for the delivery of the quantity and qualify of such U308 required to be provided by the Deficient Party. The actual costs of acquiring U308 shall be billed to the Deficient Party in accordance with the provisions of Section 15.2. The Operating Agent shall make a reasonable effort to acquire such U308 on terms which are reasonable in the commercial context which exists at the time of the acquisition. However, neither the Operating Agent nor any Other Party shall be obligated to supply such material from its own inventories of, or right to, U308 or to afford the Deficient Party access to the benefits of any favorable business opportunities available to the Operating Agent or any Other Party. No Party shall incur any liability to any other Party as a result of carrying out the provisions of this Section 11.4 except as provided in this Section 11.4. 11.4.3 If, at any time after the Other Party provides such contract (or other evidence) pursuant to Section 11.4.1 or additional evidence pursuant to Section 11.4.2, the Operating Agent reasonably concludes that such Other Party’s ability to provide its required quantity and quality of U308 is in doubt, the Operating Agent shall so notify such Other Party in writing. The Operating Agent shall not unreasonably delay giving such notice. If, within 15 days after receipt of such notice, such Other Party has not provided reasonable assurance of its ability to provide U308, the Operating Agent is a