C. Final Payment with Respect to Recovered Product. A final payment, including the amount withheld under Article XIX B., shall be made to the Contractor with respect to the recovered product from each processing lot after agreement has been reached by the Contractor and the Commission as to all of the following:

(1) Delivery to the Commission of all recovered uranium and plutonium in the processing lot has been accomplished;

(2) The magnitude of W (as defined in Article VI) upon which the charge under Article VI or Article XI is based;

(3) The measured input value, the recovered product value and the measured losses.

D. Deductions. Amounts due the Commission by the Contractor may be deducted from payments due the Contractor under this Article XIX.

A. Neither party hereto shall be liable for failures or delays in the performance of any of their respective obligations hereunder due to causes beyond the control and without the fault or negligence of such party. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of the Government in its soverign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, compliance with the orders of any Governmental authority, delays in transit or delivery on the part of transportation companies or communication facilities, or any failure of sources of supplies.

B. In the event that either party shall fail or delay in the performance of their respective obligations hereunder, and such failure or delay shall have been caused by mechanical or other failures of supplies or equipment (other than mechanical or other failures caused by improper maintenance or inspection), such failure or delay shall not be deemed to be a default under this contract until such failure or delay shall have continued for 60 days.

The Contractor shall procure and maintain all necessary permits or licenses and abide by all applicable laws, regulations, (including regulations of the Commission) and ordinances of the United States and of the state and political subdivision in which the work under this contract is performed.

ARTICLE XXII

A.

TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

Commission's Right to Terminate.

(1) During the term of this contract subsequent to the commencement of mechanical or chemical treatment (whichever occurs first) of irradiated reactor material in the Plant, the Commission, by written notice, may terminate the performance of work under this contract in

whole, or from time to time in part, whenever the Commission shall determine that such termination is in the best interest of the Government. Any such termination shall be effective upon the date specified in such notice, which date shall in no event beearlier than 90 days after delivery of such notice.

(2) After receipt of such notice of termination, the Contractor shall stop work under this contract on the date and to the extent specified in the notice of termination, provided that, except as otherwise agreed, the Contractor shall complete chemical processing of any specification material with respect to which mechanical or chemical treatment has already commenced. All of the provisions of this contract shall

continue to be applicable to such specification material as if this contract had not been terminated.

(3) In the event of termination of all work (or the balance of the work remaining to be done) under this contract pursuant to Article XXII A. (1), the Commission shall pay to the Contractor in full satisfaction for the whole amount due the Contractor by reason of such termination the following amounts:

(1) an amount calculated by the following formula:

$18,000 (A-B)

As used in this formula:

A-625 plus the number of revenue units
required to be delivered to the Con-
tractor by the Commission under
Article IIA(2) hereof

B-the number of revenue units or fractions
thereof resulting from the chemical pro-
cessing of the Commission's specification
material in the Plant and for which pay-
ment has been made or is due to the Con-
tractor under this contract; and

(11) any amounts due under subparagraphs A(2), A(3) and A(4) of Article VI for the actual cost of construction and installation of waste storage tanks (including spare tanks) and equipment, not yet paid for as provided in such subparagraphs, provided that in the event the Contractor utilizes such tanks for the storage of wastes of others it shall repay the Commission the amounts, and in accordance with the formulae, set forth in such subparagraphs; and

(iii) any amounts due under subparagraph A(5)(c) of Article VI for perpetual maintenance of waste.

(4) In the event of termination of part of the work hereunder, by reduction in the number of revenue units to be delivered to the

Contractor for chemical processing, the Commission shall pay to the
Contractor in full satisfaction for the whole amount due the Contractor
by reason of such termination, an amount determined by multiplying
$18,000 by the number of revenue units which the Commission determines
not to so deliver.

(5) Amounts due the Contractor under Article XXII A. shall be paid in equal annual installments, beginning on the last day of the processing year in which termination is effective and ending on the last day of the processing year which would have been the last processing year had this contract not been terminated by the Commission. The Commission and the Contractor may agree upon other methods of payment, taking into account the discounted value of the annual payments due the Contractor as provided in the preceding sentence.

B. Repayment to Commission in the Event of Increased Load.

In the event of termination of this contract, in whole or in part, by the Commission as provided in this Article XXII the Contractor shall promptly repay to the Commission $18,000 for every revenue unit in excess of 1500 which is chemically processed in the Plant for all customers (including the Commission), and which is deemed to have been chemically processed therein as provided below, during the period which would have been the term of this contract had the Commission not terminated this contract; provided, however, that such 1500 revenue unit base shall be determined and adjusted upward or downward as provided in Article II B. In the event of termination pursuant to paragraph A. of this Article XXII, the Contractor shall be deemed to have chemically processed in the Plant the number of revenue units for which the Commission has paid the Contractor under paragraph A. of this Article XXII.

C. Storage of Specification Material in the Event of Complete Termination.

In the event of the complete termination of this contract pursuant to paragraph A of this Article XXII, the Contractor shall continue to store any specification material located at the Plant until the effective date of termination, unless otherwise agreed. During such period the Contractor shall, in accordance with mutually agreeable delivery schedules, deliver such specification material to the Commission f.o.b. commercial conveyance at the Plant. The Commission shall furnish all containers required for such delivery, which containers shall meet the requirements of Article X hereof. All specification material stored at the Plant in accordance with this paragraph shall be subject to the provisions of Article XXX until the effective date of termination. After the effective date of termination, such material shall be stored at the Plant at the Commission's risk and the Commission shall pay a reasonable storage fee for such storage, unless the failure to remove such material on or prior to the effective date of such termination shall be the fault of the Contractor.

D. Storage in the Event of Partial Termination.

If this contract has been terminated in part only, pursuant to Artikle XXII A., the Contractor's obligation to provide storage for the

Commission's specification material as provided in Article III C. hereof shall be proportionately reduced and any material in excess of that required to be stored by the Contractor in accordance with such reduced obligation shall be stored by the Contractor until the effective date of termination. During such period the Contractor shall, in accordance with mutually agreeable delivery schedules, deliver such excess specification material to the Commission f.o.b. commercial conveyance at the Plant. The Commission shall furnish all containers required for such delivery, which containers shall comply with the requirements of Article X. All such excess specification material stored at the Plant in accordance with this paragraph shall be subject to the provisions of Article XXX until the effective date of termination. After the effective date of termination, such excess material shall be stored at the Plant at the Commission's risk and the Commission shall pay a reasonable storage fee for such storage, unless the failure to remove such material on or prior to the effective date of such termination shall be the fault of the Contractor.

Any disagreement between the parties with respect to this Article XXII, shall be subject to the provisions of Article XLVIII.

The term of this contract shall be for a period commencing with the date hereof and ending on a date five years after the first delivery of recovered product to the Commission hereunder or by June 30, 1971, whichever is earlier.

ARTICLE XXIV - RESEARCH AND DEVELOPMENT CONCERNING CHEMICAL PROCESSING

It is the belief of the parties that operations in the Plant will provide significant practical information concerning chemical processing. The Commission and the Contractor will develop a basis for coordinating discussions of any proposed related research and development work in the Plant by the Contractor and in Commission facilities by the Commission so as to maximize the development of useful information. The Commission will consider requests by the Contractor for specific research and development support related to the Plant.

ARTICLE XXV - DEFERRED CONSTRUCTION OF CERTAIN PLANT FACILITIES

A. The parties recognize that at some future date the Commission may desire to have frradiated reactor material generally described as stainless steel cermet fuels and sodium bonded fuels chemically processed at the Plant. If the Commission requests the Contractor in writing, the Contractor shall at the earliest practicable date furnish the Commission with proposed charges for and other terms and conditions upon which necessary facilities will be installed in the Plant and such stainless steel cermet and/or sodium bonded fuels will be chemically processed by the Contractor. There shall be included as an element of such proposed charges an amount or amounts sufficient to reimburse the Contractor for all capital expenditures and other

costs and expenses (or such portion thereof as is properly allocable to the Commission) incurred in connection with the installation of such additional facilities. If the parties shall agree upon such charges and terms and conditions, the Contractor shall proceed as soon as practicable to install such additional facilities and equipment. It is the intention of the parties that, upon execution of such a modification, such fuels will be added to the Material Categories of Appendix "A" and would, except as otherwise agreed upon, be subject to all the other terms and conditions of this contract.

B. Notwithstanding any other provisions of this contract, at any time prior to agreement by the parties not to install capability as provided in Article XXV A., the Commission may deliver to the Contractor and the Contractor shall receive, unload and store as provided in Article III (within the limits of the storage space required to be furnished to the Commission as provided in said Article III), without cost to the Commission, irradiated reactor material generally described as stainless steel cermet fuels and sodium bonded fuels, prior to such material being added to the Material Categories of Appendix "A". The Commission shall furnish, as provided in Appendix "A", the Contractor with a completed Specific Material Description for such materials. Any stainless steel cermet fuels or sodium bonded fuels delivered to the Contractor hereunder, conforming to the Specific Material Description furnished by the Commission as provided in the preceding sentence, shall in all other respects be deemed to be specification material under this contract pending execution of any contract modification as provided in Article XXV A. If such an agreement is not executed as of the date of expiration or termination of this contract the Commission shall remove such material at its own expense within a reasonable time.

A. If the aggregate of the following amounts payable to the Contractor for work performed at the Plant in the 12-month period beginning with the first commercial chemical processing of irradiated reactor material or any subsequent 12-month period beginning on the anniversary of such commercial chemical processing (excluding escalation and any prior adjustments under this Article):

(1) Processing Charges payable by the Commission pursuant to
Article VI A. (1) and Article XI C. for specification
material chemically processed, but excluding from the
computation of the Processing Charges any incremental
charges;

(2) the component of all other amounts (including amourts for
special services in accordance with Article XII and for
idle plant time) payable by the Commission and all other
customers which corresponds to such Processing Charges
(exclusive of incremental charges) applicable to
specification material exceeds $7,050,000, then the basic
charges (C, as defined in Article VI) payable by the
Commission during such 12-month period shall be adjusted
in accordance with the following table: