Common use of Decommissioning Clause in Contracts

Decommissioning. (A) The Lessee will comply with its obligations under Applicable Law concerning the decommissioning and retirement from service of Unit 2 (which term shall include, for all purposes of this paragraph (xi), (i) the cost of removal, decontamination and disposition of equipment and fixtures, the cost of safe storage for later removal, decontamination and disposal and the cost of entombment of equipment and fixtures, and (ii) the cost of (x) razing Xxxx 0, (y) removal and disposition of debris from the PVNGS Site and (z) restoration of relevant portions of the PVNGS Site). If Applicable Law or Governmental Action shall not, on or before December 31, 1990, impose upon the Lessee the obligation to create, fund and maintain an external reserve fund dedicated to paying all the costs of 6091.100.2898.27A:9 (B) Except to the extent provided in clauses (C) and (D) below, as between the Lessee, the Owner Trustee, the Owner Participant and any transferee (including by way of lease) or assignee of any of the Lessor's or the Owner Participant's right, title or interest in Unit 2, the Lessee agrees to pay, be solely responsible for, and to indemnify such parties against, all costs and expenses relating or allocable to, or incurred in connection with, the decommissioning and retirement from service of Unit 2, notwithstanding (i) the occurrence of the Lease Termination Date, any Event of Default, Default, Event of Loss, Deemed Loss Event or any other event or occurrence, (ii) any provision of any Transaction Document, or other document, instrument or agreement, including the ANPP Participation Agreement, (iii) any provision of the License or any other license or permit, or (iv) any Applicable Law, charter or by-law provision, Governmental Action or other impediment, including, without limitation, the bankruptcy or insolvency of the Lessee, either now or hereafter in effect; it being understood that the obligations of the Lessee under this clause (B) are -47- 6091.100.2898.27A:9 (C) In the event that (i) the Facility Lease shall have expired upon expiration (or early termination pursuant to Section 14(e) of the Facility Lease) of the Lease Term (other than in connection with an Event of Loss, Deemed Loss Event or Event of Default) and (ii) thereafter the Lessor shall (1) re-lease the Undivided Interest to any Person or (2) retain the Undivided Interest and sell power and energy from its Generation Entitlement Share through PNM, as agent, then after the Lessor has received (x) in the case of clause (1) above, gross rents in an aggregate amount (when discounted back to such Lease Termination Date at a rate per annum equal to the Prime Rate) equal to 20% of Facility Cost, or (y) in the case or clause (2) above, net electric revenues in an aggregate amount (discounted as aforesaid) equal to 20% of Facility Cost, the Lessor shall thereafter reimburse the Lessee in respect of the decommissioning obligation of the Lessee hereunder in an amount equal to any further rent received or proceeds received from the sale of power and energy to the extent that such rent or proceeds are attributable to the decommissioning obligation of the Lessee under this Section 10(b) (3) (xi) with respect to the period from and after such Lease Termination Date (payable on an annual basis with respect to each year or portion thereof during the term of such lease referred to in clause (1) above or such agency period referred to in clause (2) above); provided, however, that when such amount has been paid the Lessor shall be relieved of all obligations to make further reimbursement to the Lessee for such purpose.

Decommissioning. (Aa) Buyer hereby agrees, and agrees to commit to the PSCW as part of receiving the Required Regulatory Approvals, that it will complete, at its sole cost and expense, the Decommissioning of the Site once the Site is no longer utilized either for power generation of any kind or for any storage of Spent Nuclear Fuel or other Nuclear Material and that it will complete all Decommissioning activities in accordance with all Laws, including applicable requirements of the Atomic Energy Act, the NRC’s rules, regulations, orders and pronouncements thereunder, and the orders of the PSCW, except that, whether or not permitted by any Law, entombment (or ENTOMB) of structures, components and equipment on the Site shall not be an acceptable form of Decommissioning. The Lessee will comply Parties acknowledge that Seller shall have no obligation to audit, monitor or enforce rights and obligations with its obligations under Applicable Law concerning the decommissioning and retirement from service of Unit 2 respect to this Section 5.17. (which term shall include, for all purposes of this paragraph (xi), b) Buyer hereby agrees that: (i) the cost of removal, decontamination and disposition of equipment and fixtures, the cost of safe storage for later removal, decontamination and disposal and the cost of entombment of equipment and fixtures, and (ii) the cost of (x) razing Xxxx 0, (y) removal and disposition of debris from the PVNGS Site and (z) restoration of relevant portions of the PVNGS Site). If Applicable Law or Governmental Action shall not, on or before December 31, 1990, impose upon the Lessee the obligation The Decommissioning Target is expected to create, fund and maintain an external reserve fund dedicated be sufficient to paying all cover the costs to Decommission the Site at the expected time of 6091.100.2898.27A:9 (B) Except Decommissioning pursuant to the extent provided in clauses (C) and (D) belowDECON method, as between such method is specified by the Lessee, the Owner Trustee, the Owner Participant and any transferee (including by way of lease) or assignee of any of the Lessor's or the Owner Participant's right, title or interest in Unit 2, the Lessee agrees to pay, be solely responsible for, and to indemnify such parties against, all costs and expenses relating or allocable to, or incurred in connection with, the decommissioning and retirement from service of Unit 2, notwithstanding (i) the occurrence of the Lease Termination Date, any Event of Default, Default, Event of Loss, Deemed Loss Event or any other event or occurrence, (ii) any provision of any Transaction Document, or other document, instrument or agreement, including the ANPP Participation Agreement, (iii) any provision of the License or any other license or permit, or (iv) any Applicable Law, charter or by-law provision, Governmental Action or other impediment, including, without limitation, the bankruptcy or insolvency of the Lessee, either now or hereafter in effect; it being understood that the obligations of the Lessee under this clause (B) are -47- 6091.100.2898.27A:9 (C) In the event that (i) the Facility Lease shall have expired upon expiration (or early termination pursuant to Section 14(e) of the Facility Lease) of the Lease Term (other than in connection with an Event of Loss, Deemed Loss Event or Event of Default) and (ii) thereafter the Lessor shall (1) re-lease the Undivided Interest to any Person or (2) retain the Undivided Interest and sell power and energy from its Generation Entitlement Share through PNM, as agent, then after the Lessor has received (x) in the case of clause (1) above, gross rents in an aggregate amount (when discounted back to such Lease Termination Date at a rate per annum equal to the Prime Rate) equal to 20% of Facility Cost, or (y) in the case or clause (2) above, net electric revenues in an aggregate amount (discounted as aforesaid) equal to 20% of Facility Cost, the Lessor shall thereafter reimburse the Lessee in respect of the decommissioning obligation of the Lessee hereunder in an amount equal to any further rent received or proceeds received from the sale of power and energy to the extent that such rent or proceeds are attributable to the decommissioning obligation of the Lessee under this Section 10(b) (3) (xi) with respect to the period from and after such Lease Termination Date (payable on an annual basis with respect to each year or portion thereof during the term of such lease referred to in clause (1) above or such agency period referred to in clause (2) above)NRC; provided, however, that when in the event that such amount has been paid funds are not sufficient, at or after the Lessor Closing, to meet the above-mentioned requirement, Buyer’s Parent will execute a parent guaranty in favor of Buyer for the shortfall in a form that would otherwise be sufficient to meet NRC requirements in the event that such funds become insufficient to meet minimum NRC Decommissioning funding requirements. (ii) Buyer will maintain all funds in its Qualified Decommissioning Fund in an external trust fund; (iii) Buyer will perform a Site-specific estimate of costs to Decommission the Site in accordance with the terms of this Agreement every five (5) years; and (iv) in any future sale of Point Beach, any purchaser of Point Beach shall be relieved agree to Decommission the Site in a manner consistent with the terms of all obligations this Agreement. (c) Buyer agrees to deliver or make further reimbursement available to Seller a copy of Buyer’s Post-Closing Decommissioning Trust Agreement (reflecting the requirements stated in Section 4.7) at least twenty (20) days prior to the Lessee for Closing Date and, except to the extent required by Law, not to amend Buyer’s Post Closing Decommissioning Trust Agreement following such purposedelivery in a manner that would be adverse to Seller, without Seller’s prior written consent, which consent shall not be unreasonably withheld.

Decommissioning. (A) The Lessee will comply with its obligations under Applicable Law concerning the decommissioning and retirement from service of Unit 2 1 (which term shall include, for all purposes of this paragraph (xi), (i) the cost of removal, decontamination and disposition of equipment and fixtures, the cost of safe storage for later removal, decontamination and disposal and the cost of entombment of equipment and fixtures, and (ii) the cost of (x) razing Xxxx 0, (y) removal and disposition of debris from the PVNGS Site and (z) restoration of relevant portions of the PVNGS Site)) . If Applicable Law or Governmental Action shall not, on or before December 31, 1990, impose upon the Lessee the obligation to create, fund and maintain an external reserve fund dedicated to paying all the costs of 27:1 decommissioning and removing from service the undivided Interest, then the Lessee will create and maintain the Decommissioning Fund; if Applicable Law or Governmental Action shall thereafter impose upon the Lessee an obligation to create and maintain such a fund, any fund in compliance with Applicable Law or such Governmental Action shall be deemed satisfactory to the Owner Participant for purposes of 6091.100.2898.27A:9the preceding sentence; provided, however, the Lessee shall in any and all events maintain and fund such an external reserve in accordance with prudent utility practice and thereafter review such fund, at least every five years after its creation, and modify the same as to amount or rate of accumulation to bring the same, it necessary, into conformity with prudent utility practice. (B) Except to the extent provided in clauses (C) and (D) below, as between the Lessee, the Owner Trustee, the Owner Participant and any transferee (including by way of lease) or assignee of any of the Lessor's or the Owner Participant's right, title or interest in Unit 21, the Lessee agrees to pay, be solely responsible for, and to indemnify such parties against, all costs and expenses relating or allocable to, or incurred in connection with, the decommissioning and retirement from front service of Unit 21, notwithstanding (i) the occurrence of the Lease Termination Date, any Event of Default, Default, Event of Loss, Deemed Loss Event or any other event or occurrence, (ii) any provision of any Transaction Document, Document or other document, instrument or agreement, including the ANPP Participation Agreement, (iii) any provision of the License or any other license or permit, or (iv) any Applicable Law, charter or by-law provision, Governmental Action or other impediment, including, without limitation, the bankruptcy or insolvency of the Lessee, either now or hereafter in effect; it being understood that the obligations of the Lessee under this clause (B) are -47- 6091.100.2898.27A:9and shall be absolute and unconditional. (C) In the event that (i) the Facility Lease shall have expired upon expiration (or early termination pursuant to Section 14(e) of the Facility Lease) of the Lease Term (other than in connection with an Event of Loss, Deemed Loss Event or Event of Default) and (ii) thereafter the Lessor shall (1) re-lease the Undivided Interest to any Person or (2) retain the Undivided Interest and sell power and energy from its Generation Entitlement Share through PNM, as agent, then after the Lessor has received (x) in the case of clause (1) above, gross rents in an aggregate amount (when discounted back to such Lease Termination Date at a rate per annum equal to the Prime Rate) equal to 20% of Facility Cost, or (y) in the case or clause (2) above, net electric revenues in an aggregate amount (discounted as aforesaid) equal to 20% of Facility Cost, the Lessor shall thereafter reimburse the Lessee in respect of the decommissioning obligation of the Lessee hereunder in an amount equal to any further rent received or proceeds received from the sale of power and energy to the extent that such rent or proceeds are attributable to the decommissioning obligation of the Lessee under this Section 10(b) (3) (xi) with respect to the period from and after such Lease Termination Date (payable on an annual basis with respect to each year or portion thereof during the term of such lease referred to in clause (1) above or such agency period referred to in clause (2) above); provided, however, that when such amount has been paid the Lessor shall be relieved of all obligations to make further reimbursement to the Lessee for such purpose.-47- 6091.100.2898.27:1

Decommissioning. (A) The Lessee will comply with its obligations under Applicable Law concerning the decommissioning and retirement from service of Unit 2 1 (which term shall include, for all purposes of this paragraph (xi), (i) the cost of removal, decontamination and disposition of equipment and fixtures, the cost of safe storage for later removal, decontamination and disposal and the cost of entombment of equipment and fixtures, and (ii) the cost of (x) razing of Xxxx 0, (y) removal and disposition of debris from the PVNGS Site and (z) restoration of relevant portions of the PVNGS Site)) . If Applicable Law or Governmental Action shall not, on or before December 31, 1990, impose upon the Lessee the obligation to create, fund and maintain an external reserve fund dedicated to paying all the costs of 6091.100.2898.27A:9decommissioning and removing from service the Undivided Interest, then the Lessee will create and maintain the Decommissioning Fund; if Applicable Law or Governmental Action shall thereafter impose upon the Lessee an obligation to create and maintain such a fund, any fund in compliance with Applicable Law or such Governmental Action shall be deemed satisfactory to the Owner Participant for purposes of the preceding sentence; provided, however, the Lessee shall in any and all events maintain and fund such an external reserve in accordance with prudent utility practice and thereafter review such fund, at least every five years after its creation, and modify the same as to amount or rate of accumulation to bring the same, if necessary, into conformity with prudent utility practice. (B) Except to the extent provided in clauses (C) and (D) below, as between the Lessee, the Owner Trustee, the Owner Participant and any transferee (including by way of lease) or assignee of any of the Lessor's or the Owner Participant's right, title or interest in Unit 2, the Lessee agrees to pay, be solely responsible for, and to indemnify such parties against, all costs and expenses relating or allocable to, or incurred in connection with, the decommissioning and retirement from service of Unit 2, notwithstanding (i) the occurrence of the Lease Termination Date, any Event of Default, Default, Event of Loss, Deemed Loss Event or any other event or occurrence, (ii) any provision of any Transaction Document, or other document, instrument or agreement, including the ANPP Participation Agreement, (iii) any provision of the License or any other license or permit, or (iv) any Applicable Law, charter or by-law provision, Governmental Action or other impediment, including, without limitation, the bankruptcy or insolvency of the Lessee, either now or hereafter in effect; it being understood that the obligations of the Lessee under this clause (B) are -47- 6091.100.2898.27A:9 (C) In the event that (i) the Facility Lease shall have expired upon expiration (or early termination pursuant to Section 14(e) of the Facility Lease) of the Lease Term (other than in connection with an Event of Loss, Deemed Loss Event or Event of Default) and (ii) thereafter the Lessor shall (1) re-lease the Undivided Interest to any Person or (2) retain the Undivided Interest and sell power and energy from its Generation Entitlement Share through PNM, as agent, then after the Lessor has received (x) in the case of clause (1) above, gross rents in an aggregate amount (when discounted back to such Lease Termination Date at a rate per annum equal to the Prime Rate) equal to 20% of Facility Cost, or (y) in the case or clause (2) above, net electric revenues in an aggregate amount (discounted as aforesaid) equal to 20% of Facility Cost, the Lessor shall thereafter reimburse the Lessee in respect of the decommissioning obligation of the Lessee hereunder in an amount equal to any further rent received or proceeds received from the sale of power and energy to the extent that such rent or proceeds are attributable to the decommissioning obligation of the Lessee under this Section 10(b) (3) (xi) with respect to the period from and after such Lease Termination Date (payable on an annual basis with respect to each year or portion thereof during the term of such lease referred to in clause (1) above or such agency period referred to in clause (2) above); provided, however, that when such amount has been paid the Lessor shall be relieved of all obligations to make further reimbursement to the Lessee for such purpose.,

Decommissioning. If during the Term any portion of the Premises was used for laboratory purposes or any portion of the Premises was used for the storage, processing, use, or disposal of Hazardous Materials (A) The Lessee will comply other than Customary Office Materials in compliance with its obligations under Applicable Law concerning the decommissioning and retirement from service of Unit 2 (which term shall include, for all purposes of this paragraph (xiapplicable Hazardous Materials Laws), then (i) Tenant shall remove all Hazardous Materials for which Tenant is responsible under Section 7.2 from the cost Premises in accordance with applicable Hazardous Materials Laws prior to Tenant’s surrender of removal, decontamination and disposition of equipment and fixtures, the cost of safe storage for later removal, decontamination and disposal and the cost of entombment of equipment and fixtures, Premises; and (ii) at least fifteen (15) days prior to Xxxxxx’s surrender of possession of any part of the cost Premises, Tenant shall provide Landlord with a facility decommissioning and Hazardous Materials closure plan for the Premises (“Decommissioning Report”) prepared by an independent third party state- certified professional with appropriate expertise. Such Decommissioning Report must be reasonably acceptable to Landlord, shall comply with the American National Standards Institute’s Laboratory Decommissioning guidelines (ANSI/AIHA Z9.11-2008) or any successor standards published by ANSI or any successor organization (or, if ANSI and its successors no longer exist, a similar entity publishing similar standards), and shall evidence, among other things, that (1) all Hazardous Materials have been removed in accordance with applicable Hazardous Materials Laws from the Premises (and the interior surfaces thereof, including floors, walls, ceilings, and counters, piping, supply lines, waste lines and plumbing), and (2) the Premises, together with all such elements and exhaust or other ductwork in or serving the Premises, may be (A) reused or reoccupied by a subsequent tenant for office or laboratory use and/or (B) demolished or disposed of in compliance with applicable Hazardous Materials Laws, in each case without incurring “special costs” or undertaking “special procedures” for demolition, disposal, investigation, assessment, cleaning or removal of such Hazardous Materials and without giving notice in connection with such Hazardous Materials and without incurring regulatory requirements or giving notice in connection with Hazardous Materials. For avoidance of doubt, for purposes of the preceding sentence, “special costs” or “special procedures” shall mean costs or procedures, as the case may be, that would not be incurred but for the nature of the Hazardous Materials as Hazardous Materials instead of non-hazardous materials. The Decommissioning Report shall include reasonable detail concerning the clean-up locations, the tests run, and the analytic results. In addition, at least ten (10) days prior to Xxxxxx’s surrender of possession of any part of the Premises, Tenant shall (x) razing Xxxx 0provide Landlord with written evidence of all required governmental releases obtained by Tenant in accordance with applicable Laws, including without limitation laws pertaining to the surrender of the Premises, and (y) removal and disposition of debris from place Laboratory Equipment Decontamination Forms on all decommissioned equipment to assure safe occupancy by future users. If requested by Landlord, Tenant shall conduct a site inspection with Landlord to review Tenant’s compliance with the PVNGS Site and (z) restoration of relevant portions provisions hereof. Tenant shall remain responsible after the surrender of the PVNGS Site). If Applicable Law or Governmental Action shall not, on or before December 31, 1990, impose upon Premises for the Lessee the obligation to create, fund and maintain an external reserve fund dedicated to paying all the costs of 6091.100.2898.27A:9 (B) Except to the extent provided in clauses (C) and (D) below, as between the Lessee, the Owner Trustee, the Owner Participant and any transferee (including by way of lease) or assignee remediation of any of the Lessor's or the Owner Participant's right, title or interest in Unit 2, the Lessee agrees to pay, be solely responsible for, and to indemnify such parties against, all costs and expenses relating or allocable to, or incurred in connection with, the decommissioning and retirement from service of Unit 2, notwithstanding (i) the occurrence of the Lease Termination Date, any Event of Default, Default, Event of Loss, Deemed Loss Event or any other event or occurrence, (ii) any provision of any Transaction Document, or other document, instrument or agreement, including the ANPP Participation Agreement, (iii) any provision of the License or any other license or permit, or (iv) any Applicable Law, charter or by-law provision, Governmental Action or other impediment, including, without limitation, the bankruptcy or insolvency of the Lessee, either now or hereafter in effect; it being understood that the obligations of the Lessee under this clause (B) are -47- 6091.100.2898.27A:9 (C) In the event that (i) the Facility Lease shall have expired upon expiration (or early termination pursuant to Section 14(e) of the Facility Lease) of the Lease Term (other than in connection with an Event of Loss, Deemed Loss Event or Event of Default) and (ii) thereafter the Lessor shall (1) re-lease the Undivided Interest to any Person or (2) retain the Undivided Interest and sell power and energy from its Generation Entitlement Share through PNM, as agent, then after the Lessor has received (x) recognized environmental conditions set forth in the case of clause (1) above, gross rents in an aggregate amount (when discounted back to such Lease Termination Date at a rate per annum equal to the Prime Rate) equal to 20% of Facility Cost, or (y) Decommissioning Report and comply with any recommendations set forth in the case or clause (2) above, net electric revenues in an aggregate amount (discounted as aforesaid) equal to 20% of Facility Cost, the Lessor shall thereafter reimburse the Lessee in respect of the decommissioning obligation of the Lessee hereunder in an amount equal to any further rent received or proceeds received from the sale of power and energy to the extent that such rent or proceeds are attributable to the decommissioning obligation of the Lessee under this Section 10(b) (3) (xi) with respect to the period from and after such Lease Termination Date (payable on an annual basis with respect to each year or portion thereof during the term of such lease referred to in clause (1) above or such agency period referred to in clause (2) above); provided, however, that when such amount has been paid the Lessor shall be relieved of all obligations to make further reimbursement to the Lessee for such purposeDecommissioning Report.

Decommissioning. The County and Owner agree that the intent and purpose of Section V is to return and restore the land to its previous state. The County acknowledges that Owner has entered into confidential agreements with each landowner whose property will be utilized by the Project and Improvements within the Reinvestment Zone (A“Landowner Agreement”) that requires that Owner decommission the Project and Improvements, including restoring, through soil stabilization and revegetation, at least the first three feet of depth of the soil on any land disturbed by the Project and Improvements (the “Restoration Obligations”). Each Landowner Agreement requires Owner to provide a form of security or financial assurance to the Landowner in the form of a bond, an escrow deposit, letter of credit, corporate guarantee from investment-grade entity, or cash deposit to secure Owner’s performance of the Restoration Obligations (Restoration Security”). Sample provisions governing the Restoration Obligations and Restoration Securities (with other financial terms redacted) are provided in Attachment F The Lessee will comply with its obligations under Applicable Law concerning County and Owner make the decommissioning following respective representations: A. Owner represents and retirement from service of Unit 2 (which term shall include, for all purposes of this paragraph (xi), agrees that (i) Owner, its successors and/or assigns, will have a taxable interest with respect to Project and Improvements to be placed on the cost of removal, decontamination and disposition of equipment and fixtures, the cost of safe storage for later removal, decontamination and disposal and the cost of entombment of equipment and fixtures, and Site; (ii) the cost of (x) razing Xxxx 0, (y) removal and disposition of debris from the PVNGS Site and (z) restoration of relevant portions construction of the PVNGS Site). If Applicable Law proposed Project and Improvements will be performed by Owner, its successors and/or assigns and/or their contractors or Governmental Action shall not, on or before December 31, 1990, impose upon the Lessee the obligation to create, fund and maintain an external reserve fund dedicated to paying all the costs of 6091.100.2898.27A:9 (B) Except to the extent provided in clauses (C) and (D) below, as between the Lessee, the Owner Trustee, the Owner Participant and any transferee (including by way of lease) or assignee of any of the Lessor's or the Owner Participant's right, title or interest in Unit 2, the Lessee agrees to pay, be solely responsible for, and to indemnify such parties against, all costs and expenses relating or allocable to, or incurred in connection with, the decommissioning and retirement from service of Unit 2, notwithstanding (i) the occurrence of the Lease Termination Date, any Event of Default, Default, Event of Loss, Deemed Loss Event or any other event or occurrence, (ii) any provision of any Transaction Document, or other document, instrument or agreement, including the ANPP Participation Agreement, subcontractors; (iii) any provision Owner’s and its successors’ and assigns’ use of the License or any other license or permit, or Site will be limited to the use described in this Agreement (and ancillary uses) during the Abatement Period; (iv) all representations made in this Agreement are true and correct in all material respects to the best of Owner’s knowledge; (v) Owner will make any Applicable Law, charter or by-law provision, Governmental Action or other impediment, including, without limitation, filings with the bankruptcy or insolvency Office of the Lessee, either Comptroller of Public Accounts and other governmental entities concerning this Agreement that may be required now or hereafter in effectthe future; it being understood that (vi) Owner agrees to conduct an environmental study for the obligations Project and Improvements in accordance with state and federal law and meet or exceed the permit requirements identified by the environmental study; (vii) Owner agrees to observe all state and federal law restricting the diversion and impoundment of the Lessee under this clause natural flow of surface water across the Project and Improvements; (Bviii) are -47- 6091.100.2898.27A:9 Owner shall make best efforts to utilize processes, products and materials that minimize the risk of environmental toxicity emitted by the Project and Improvements ; and (Cix) In Owner agrees that in the event of any assignment of this agreement, said assignment shall include a commitment by the successor and/or assignee to and be bound by the terms and conditions of this agreement. B. The County represents that (i) the Facility Lease shall have expired upon expiration (or early termination pursuant County has formally elected to Section 14(e) be eligible to grant property tax abatements under Chapter 312 of the Facility Lease) of the Lease Term (other than in connection with an Event of Loss, Deemed Loss Event or Event of Default) and Tax Code; (ii) thereafter the Lessor shall Reinvestment Zone(s) has been designated and this Agreement has been approved in accordance with Chapter 312 of the Texas Tax Code and the Guidelines and Criteria as both exist on the effective date of this Agreement; (1iii) re-lease the Undivided Interest to any Person or (2) retain the Undivided Interest and sell power and energy from its Generation Entitlement Share through PNM, as agent, then after the Lessor has received (x) no interest in the case of clause (1) aboveProject and Improvements is held, gross rents in an aggregate amount (when discounted back to such Lease Termination Date at a rate per annum equal to the Prime Rate) equal to 20% of Facility Costleased, or subleased by a member of the County Commissioners Court, (yiv) that the property within the Reinvestment Zone(s) and the Site is located within the legal boundaries of the County and outside the boundaries of all municipalities located in the case or clause County; and (2v) above, net electric revenues in an aggregate amount (discounted as aforesaid) equal the County has made and will continue to 20% of Facility Cost, make all required filings with the Lessor shall thereafter reimburse the Lessee in respect Office of the decommissioning obligation Comptroller of Public Accounts and other governmental entities concerning the Lessee hereunder in an amount equal to any further rent received or proceeds received from the sale of power Reinvestment Zone(s) and energy to the extent that such rent or proceeds are attributable to the decommissioning obligation of the Lessee under this Section 10(b) (3) (xi) with respect to the period from and after such Lease Termination Date (payable on an annual basis with respect to each year or portion thereof during the term of such lease referred to in clause (1) above or such agency period referred to in clause (2) above); provided, however, that when such amount has been paid the Lessor shall be relieved of all obligations to make further reimbursement to the Lessee for such purposeAgreement.

Decommissioning. If during the Term any portion of the Premises was used for laboratory purposes or any portion of the Premises (Aincluding without limitation, the First Floor Equipment Room) The Lessee will comply or Tenant’s Appurtenant Areas was used for the storage, processing, use, or disposal of Hazardous Substances (other than Customary Office Materials in compliance with its obligations under Applicable Law concerning the decommissioning and retirement from service of Unit 2 (which term shall include, for all purposes of this paragraph (xiapplicable Environmental Laws), then (i) Tenant shall remove all Hazardous Substances for which Tenant is responsible under Section 9.4 from the cost Premises and any Tenant’s Appurtenant Areas in accordance with applicable Environmental Laws prior to Tenant’s surrender of removal, decontamination and disposition of equipment and fixtures, the cost of safe storage for later removal, decontamination and disposal and the cost of entombment of equipment and fixtures, Premises; and (ii) at least thirty (30) days prior to Tenant’s surrender of possession of any part of the cost Premises, Tenant shall provide Landlord with a facility decommissioning and Hazardous Substances closure plan for the Premises (“Decommissioning Report”) prepared by an independent third party state-certified professional with appropriate expertise. Such Decommissioning Report must be reasonably acceptable to Landlord, shall comply with the American National Standards Institute’s Laboratory Decommissioning guidelines (ANSI/AIHA Z9.11-2008) or any successor standards published by ANSI or any successor organization (or, if ANSI and its successors no longer exist, a similar entity publishing similar standards), and shall evidence, among other things, that (1) all Hazardous Substances have been removed in accordance with applicable Environmental Laws from the Premises and applicable Tenant’s Appurtenant Areas (and the interior surfaces thereof, including floors, walls, ceilings, and counters, piping, supply lines, waste lines and plumbing), and (2) the Premises and Tenant’s Appurtenant Areas, together with all such elements and exhaust or other ductwork in or serving the Premises or Tenant’s Appurtenant Areas, may be (A) reused or reoccupied by a subsequent tenant for office or laboratory use and/or (B) demolished or disposed of in compliance with applicable Environmental Laws, in each case without incurring “special costs” or undertaking “special procedures” for demolition, disposal, investigation, assessment, cleaning or removal of such Hazardous Substances and without giving notice in connection with such Hazardous Substances and without incurring regulatory requirements or giving notice in connection with Hazardous Substances. For avoidance of doubt, for purposes of the preceding sentence, “special costs” or “special procedures ” shall mean costs or procedures, as the case may be, that would not be incurred but for the nature of the Hazardous Substances as Hazardous Substances instead of non-hazardous materials. The Decommissioning Report shall include reasonable detail concerning the clean-up locations, the tests run, and the analytic results. In addition, at least ten (10) days prior to Tenant’s surrender of possession of any part of the Premises, Tenant shall (x) razing Xxxx 0provide Landlord with written evidence of all appropriate governmental releases obtained by Tenant in accordance with Applicable Legal Requirements, including without limitation laws pertaining to the surrender of the Premises, and (y) place Laboratory Equipment Decontamination Forms on all decommissioned equipment to assure safe occupancy by future users. If requested by Landlord, Tenant shall conduct a site inspection with Landlord to review Tenant’s compliance with the provisions hereof. If Tenant shall not complete such removal of all Hazardous Substances and deliver the Premises to Landlord with all decommissioning activities prior to the expiration of the Term, such failure shall constitute a holdover in the Premises that is subject to all of the provisions of Section 14.8, including without limitation all holdover rent and liability for damages suffered or incurred by Landlord arising from Tenant’s failure to complete such removal and disposition of debris from decommissioning activities prior to the PVNGS Site and (z) restoration of relevant portions expiration of the PVNGS Site)Term. If Applicable Law The covenants of this Section 10.6 shall survive the expiration or Governmental Action shall not, on or before December 31, 1990, impose upon the Lessee the obligation to create, fund and maintain an external reserve fund dedicated to paying all the costs of 6091.100.2898.27A:9 (B) Except to the extent provided in clauses (C) and (D) below, as between the Lessee, the Owner Trustee, the Owner Participant and any transferee (including by way of lease) or assignee of any earlier termination of the Lessor's or the Owner Participant's right, title or interest in Unit 2, the Lessee agrees to pay, be solely responsible for, and to indemnify such parties against, all costs and expenses relating or allocable to, or incurred in connection with, the decommissioning and retirement from service of Unit 2, notwithstanding (i) the occurrence of the Lease Termination Date, any Event of Default, Default, Event of Loss, Deemed Loss Event or any other event or occurrence, (ii) any provision of any Transaction Document, or other document, instrument or agreement, including the ANPP Participation Agreement, (iii) any provision of the License or any other license or permit, or (iv) any Applicable Law, charter or by-law provision, Governmental Action or other impediment, including, without limitation, the bankruptcy or insolvency of the Lessee, either now or hereafter in effect; it being understood that the obligations of the Lessee under this clause (B) are -47- 6091.100.2898.27A:9 (C) In the event that (i) the Facility Lease shall have expired upon expiration (or early termination pursuant to Section 14(e) of the Facility Lease) of the Lease Term (other than in connection with an Event of Loss, Deemed Loss Event or Event of Default) and (ii) thereafter the Lessor shall (1) re-lease the Undivided Interest to any Person or (2) retain the Undivided Interest and sell power and energy from its Generation Entitlement Share through PNM, as agent, then after the Lessor has received (x) in the case of clause (1) above, gross rents in an aggregate amount (when discounted back to such Lease Termination Date at a rate per annum equal to the Prime Rate) equal to 20% of Facility Cost, or (y) in the case or clause (2) above, net electric revenues in an aggregate amount (discounted as aforesaid) equal to 20% of Facility Cost, the Lessor shall thereafter reimburse the Lessee in respect of the decommissioning obligation of the Lessee hereunder in an amount equal to any further rent received or proceeds received from the sale of power and energy to the extent that such rent or proceeds are attributable to the decommissioning obligation of the Lessee under this Section 10(b) (3) (xi) with respect to the period from and after such Lease Termination Date (payable on an annual basis with respect to each year or portion thereof during the term of such lease referred to in clause (1) above or such agency period referred to in clause (2) above); provided, however, that when such amount has been paid the Lessor shall be relieved of all obligations to make further reimbursement to the Lessee for such purposeTerm.