Common use of Nuclear Operations Clause in Contracts

Nuclear Operations. (i) Except as described in Section 7.3 of the Illinova Disclosure Schedule or to the extent Dynegy otherwise consents in writing, during the term of this Agreement and the effectiveness of the Nuclear Facility Agreements, Illinova shall (A) cause IPC to operate the Nuclear Facility in the ordinary course consistent with Good Utility Practice (as defined in the Nuclear Facility Agreements) and applicable environmental, health, safety, regulatory, and other legal requirements, (B) use reasonable efforts to preserve intact the Nuclear Facility, (C) maintain customary insurance coverage covering the Nuclear Facility, (D) not make any material change in the nuclear fuel inventory customarily maintained by IPC, and (E) not, except as required by law or Order and as arising under the Nuclear Facility Agreements, propose or adopt a budget for decommissioning expenses, which exceeds the "minimum decommissioning fund estimate" referenced in Section 6.25 of the Illinova Disclosure Schedule. Illinova will not permit IPC to engage in, or enter into the business of, the transportation, treatment or disposal of radioactive waste generated by third parties, and will inform Dynegy promptly of any changes in the decommissioning funding plan for the Nuclear Facility as submitted to the NRC on March 31, 1999. To the extent not prohibited by applicable laws, regulations, facility licenses, permits and agreements with third parties existing as of the date hereof, at all times prior to the Closing, Illinova will make available to Dynegy, upon its request, any existing information relevant to the operation or decommissioning of the Nuclear Facility, and will inform Dynegy promptly of any proposed changes to the decommissioning plan funding budget. If Illinova is prohibited by agreement with a third party from providing information to Dynegy, Illinova will use its best efforts (including taking into account Dynegy's willingness to execute appropriate confidentiality agreements) to obtain the consent of such third party to the release of such information. In addition, upon reasonable notice, Illinova will allow access by individuals designated by Dynegy to all portions of the Nuclear Facility, affording those persons the same degree of access to facilities and information to the same extent afforded the Chief Nuclear Officer. Access by the individuals selected by Dynegy will be pursuant to existing procedures for access to the Nuclear Facility, including any security clearance and training normally required of Illinova nuclear personnel. (ii) As soon as practicable following the date hereof, Dynegy and Illinova will create a Nuclear Advisory Committee (the "NUCLEAR ADVISORY COMMITTEE") consisting of three members appointed by Dynegy and three members appointed by Illinova. The Nuclear Advisory Committee will have no authority to control, manage, operate or participate in the management of the 56 58 Nuclear Facility or the decommissioning of such facility, but will be advisory only. Each member of the Nuclear Advisory Committee will have responsibility only to the entity that appointed such member. To the extent not prohibited by applicable laws, regulations and facility licenses and permits, the Nuclear Advisory Committee and each member thereof will have access to the Nuclear Facility to the same extent granted to senior nuclear personnel employed by Illinova, and Illinova employees will cooperate with members of the Nuclear Advisory Committee in obtaining such access and in promptly responding to all inquiries concerning the Nuclear Facility. Access by the individuals selected by Dynegy will be pursuant to existing procedures for access to the Nuclear Facility, including any security clearance and training normally required of Illinova nuclear personnel. The Nuclear Advisory Committee will consult with the management of Illinova and Dynegy at regular intervals (but not less frequently than monthly) concerning the progress of operating, decommissioning or selling the Nuclear Facility. (iii) Illinova will use all commercially reasonable efforts to execute a definitive agreement, and close the transactions in a fashion that would satisfy Section 9.3(e).