AMENDED AND RESTATED LOAN GUARANTEE AGREEMENT dated as of March 22, 2019 between GEORGIA POWER COMPANY, as Borrower, and U.S. DEPARTMENT OF ENERGY, as Guarantor Plant Vogtle Nuclear Units 3&4 Burke County, Georgia

EXECUTION VERSION

Exhibit 4.1

AMENDED AND RESTATED LOAN GUARANTEE AGREEMENT

dated as of March 22, 2019

between

GEORGIA POWER COMPANY, as Borrower,

and

U.S. DEPARTMENT OF ENERGY, as Guarantor

Plant Vogtle Nuclear Xxxxx 0&0

Xxxxx Xxxxxx, Xxxxxxx



Table of Contents
			Page
ARTICLE 1
		DEFINITIONS; RULES OF INTERPRETATION	2
	1.1.	Definitions.	2
	1.2.	Rules of Interpretation.	2
	1.3.	Conflict with FFB Credit Facility Documents.	2
ARTICLE 2
		FUNDING	3
	2.1.	Summary of Key Terms; Financial Plan.	3
	2.2.	Availability of Advances.	5
	2.3.	Mechanics for Requesting Advances.	6
	2.4.	Mechanics for Funding Advances.	6
	2.5.	Advance Requirements under the FFB Credit Facility Documents.	7
	2.6.	No Approval of Work.	7
	2.7.	Borrower Funding Commitments.	8
	2.8.	Approval of Maturity Extension Election Notices by DOE after Notice from FFB.	8
ARTICLE 3
		PAYMENTS; PREPAYMENTS	8
	3.1.	Place and Manner of Payments.	8
	3.2.	Interest Provisions Relating to All Advances.	9
	3.3.	Prepayments.	10
	3.4.	Payment of Credit Subsidy Cost and Fees.	13
	3.5.	Evidence of Debt.	14
	3.6.	DOE Late Penalty Charge.	15
ARTICLE 4
		CONDITIONS PRECEDENT TO ADVANCES	15
	4.1.	Conditions Precedent to Guarantee Issuance Date.	15
	4.2.	Conditions Precedent to Each Advance.	26
ARTICLE 5
		REPRESENTATIONS AND WARRANTIES	30
	5.1.	Organization.	30
	5.2.	Authorization; No Conflict.	31
	5.3.	Legality; Validity; Enforceability.	31
	5.4.	Capitalization.	31
	5.5.	Title.	31
	5.6.	Security Interests.	32
	5.7.	Required Consents.	32



Table of Contents
			Page
	5.8.	Governmental Judgments.	33
	5.9.	Tax.	33
	5.10.	Compliance with Governmental Rules.	34
	5.11.	Environmental, Health and Safety Matters.	34
	5.12.	Investment Company Act.	34
	5.13.	Regulation of Secured Parties.	34
	5.14.	ERISA.	35
	5.15.	Intellectual Property.	36
	5.16.	No Defaults or Mandatory Prepayment Events.	37
	5.17.	No Judgment Liens; No Delinquent Indebtedness.	37
	5.18.	Sufficiency of Project Documents.	37
	5.19.	Financial Statements.	38
	5.20.	Project Milestone Schedule; Construction Budget; and Borrower Base Case Projections.	38
	5.21.	Sufficient Funds.	38
	5.22.	Fees and Enforcement.	38
	5.23	No Additional Fees.	39
	5.24	U.S. Government Requirements.	39
	5.25.	Insolvency Proceedings; Solvency.	41
	5.26.	Use of Proceeds.	41
	5.27.	No Material Adverse Effect.	41
	5.28.	Certain Program Requirements.	41
	5.29.	No Omissions.	42
	5.30.	DOE Approval of Construction Contract Replacements.	42
ARTICLE 6
		AFFIRMATIVE COVENANTS	42
	6.1.	Information Covenants.	42
	6.2.	Books, Records and Inspections; Accounting and Auditing Matters.	57
	6.3.	Maintenance of Insurance.	58
	6.4.	Maintenance of Existence.	58
	6.5.	Construction and Operation of Project.	59
	6.6.	Use of Proceeds.	59
	6.7.	Maintenance of Liens and Collateral.	59
	6.8.	Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings.	59
	6.9.	Acceptance, Startup and Testing.	60
	6.10.	Technology	61
	6.11.	Compliance with Certain U.S. Government Requirements.	65
	6.12.	Suspension of Construction Completion Agreement.	65
	6.13.	Project Adverse Events.	66
ARTICLE 7
		NEGATIVE COVENANTS	66



Table of Contents
			Page
	7.1.	Liens.	66
	7.2.	Corporate Existence.	66
	7.3.	Affiliate Transactions; Commissions.	66
	7.4.	Amendment of Certain Project Documents.	66
	7.5.	Use of Non-AP1000 Reactor Technology.	68
	7.6.	Margin Regulations.	68
	7.7.	ERISA.	69
	7.8.	Investment Company Act.	69
	7.9.	Replacement or Removal of the Operator or Owners' Agent.	69
	7.10.	Casualty Loss Proceeds.	69
	7.11.	Fuel Supply Agreements.	69
ARTICLE 8
		EVENTS OF DEFAULT; REMEDIES	70
	8.1.	Events of Default.	70
	8.2.	Remedies for Events of Default.	77
	8.3.	Automatic Acceleration.	78
	8.4.	Delivery of Remedies Instructions.	78
	8.5.	Appointment of a Receiver.	79
	8.6.	DOE Independent Rights.	79
ARTICLE 9
		REIMBURSEMENT AGREEMENT	79
	9.1.	Reimbursement Obligation.	79
	9.2	Payments and Computations.	79
	9.3.	Obligations Absolute.	80
	9.4.	Security.	82
	9.5.	DOE Rights.	82
	9.6.	Further Assurances.	82
ARTICLE 10
		MISCELLANEOUS	83
	10.1.	Addresses.	83
	10.2.	Further Assurances.	84
	10.3.	Delay and Waiver.	84
	10.4.	Right of Set Off.	85
	10.5.	Amendment or Waiver.	85
	10.6.	Entire Agreement.	85
	10.7.	Governing Law.	85
	10.8.	Severability.	85
	10.9.	Financial Statements.	85
	10.10.	Limitation on Liability.	85

iii



Table of Contents
			Page
	10.11.	Waiver of Jury Trial.	86
	10.12.	Consent to Jurisdiction.	86
	10.13.	Successors and Assigns.	87
	10.14.	Participations.	87
	10.15.	Reinstatement.	87
	10.16.	No Partnership; Etc.	88
	10.17.	Payment of Costs and Expenses; Indemnification.	88
	10.18.	Counterparts.	91
	10.19.	No Prejudice to IRS Determination of Tax Basis.	91
	10.20.	Completion Costs Non-Recourse.	91
	10.21.	Covenant Defeasance.	92
	10.22.	Restoration.	95
	10.23.	Collateral Agent.	96
	10.24.	Amendment and Restatement.	96



Exhibits to the Loan Guarantee Agreement

Exhibit A	Definitions
Exhibit B	Rules of Interpretation
Exhibit C-1	Form of Borrower Guarantee Issuance Date Certificate
Exhibit C-2	Form of Borrower Advance Date Certificate
Exhibit C-3	Form of Borrower Financial Officer Certificate
Exhibit C-4	Form of Borrower Pre-Closing Certificate
Exhibit C-5	Form of Compliance Program Certificate
Exhibit D-1	Form of Lender's Engineer Guarantee Issuance Date Certificate
Exhibit D-2	Form of Lender's Engineer Advance Date Certificate
Exhibit E	Form of Insurance Advisor Certificate
Exhibit F	Form of Advance Notice
Exhibit G	Xxxxx-Xxxxx Act Required Provisions
Exhibit H-1	Form of Lien Waivers and Releases with Respect to CCA Contractor Invoices
Exhibit H-2	Form of Lien Waivers and Releases with Respect to Service Provider Invoices
Exhibit I	Form of Contractor Affidavit with Respect to CCA Invoices
Exhibit J	DOL Letter
Exhibit K	Form of Additional Project Document Consent to Assignment
Exhibit L-1	Form of Restricted Data Site Nondisclosure Agreement for Outside Legal Counsel
Exhibit L-2	Form of Nondisclosure Agreement for Lender's Engineer
Exhibit L-3	Definitions of "competitor of Westinghouse"
Exhibit M	Form of Project Cost Spreadsheet



Exhibit N	Example Calculation of the DOE Maintenance Fee

Schedules to the Loan Guarantee Agreement

Schedule 4.1.2	Principal Project Document Matters
Schedule 4.1.4(d)(i)	Unapproved Expenditures in Construction Monitoring Reports
Schedule 4.1.4(d)(iv)	Outstanding Rights to Appeal Certificate, Construction Monitoring Orders and NCCR Tariff Orders
Schedule 4.1.31	Form of Borrower Appropriations Act Certificate
Schedule 5.4	Equity Interests of the Borrower and Operator
Schedule 5.7	Required Consents
Schedule 5.8	Governmental Judgments
Schedule 5.11(a)	Compliance with Environmental Laws
Schedule 6.3	Required Insurances
Schedule 6.11(h)(i)	Xxxxx-Xxxxx Act Wage Determinations
Schedule 7.4	Provisions of Certain Project Documents Not to Be Amended without DOE Consent
Schedule 10.1	Addresses

AMENDED AND RESTATED LOAN GUARANTEE AGREEMENT

This AMENDED AND RESTATED LOAN GUARANTEE AGREEMENT (this "Agreement"), dated as of March 22, 2019, is by and between (i) Georgia Power Company, a corporation organized and existing under the laws of the State of Georgia (the "Borrower") and (ii) the U.S. DEPARTMENT OF ENERGY, acting by and through the Secretary of Energy (or appropriate authorized representative thereof) ("DOE" or the "Guarantor").

RECITALS

WHEREAS, the Borrower, together with each of the other Owners, intends to expand the facilities at the existing nuclear power generating facility commonly known as the Xxxxx X. Xxxxxx Electric Generating Plant located in Xxxxx County, Georgia, near Waynesboro, Georgia, on the west bank of the Savannah River, by developing, constructing, owning, operating and maintaining two additional nuclear generating units, consisting of two Westinghouse AP1000 nuclear reactors, each with a nominally rated generating capacity of approximately 1,100 megawatts, natural draft cooling towers, intake and discharge structures, associated transmission facilities, fuel and ancillary structures supporting the power generation process (together, the "Project"), located adjacent to such existing facility.

WHEREAS, for the purpose of financing a portion of its ownership interest in the Project the Borrower, FFB and DOE entered into the Original FFB Note Purchase Agreement to evidence FFB's agreement to (A) make Advances in an aggregate principal amount not to exceed three billion four hundred sixty-two million four hundred nine thousand one hundred seventeen Dollars ($3,462,409,117) and (B) purchase from the Borrower the Original FFB Promissory Note evidencing the Borrower's obligation to repay such Advances.

WHEREAS, the Guarantor guaranteed all of the obligations of the Borrower under the Original FFB Promissory Note pursuant to the Original DOE Guarantee.

WHEREAS, pursuant to the Original Loan Guarantee Agreement, dated as of February 20, 2014, by and between the Borrower and DOE, the Borrower agreed to reimburse the Guarantor for any payments made by the Guarantor to FFB under the Original DOE Guarantee.

WHEREAS, the EPC Contractor filed for protection under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., and the fixed-price EPC Contract was rejected in connection with those proceedings.

WHEREAS, on behalf of the Owners, the Owners' Agent has entered into the Services Agreement and the Construction Completion Agreement to replace the EPC Contract on a non-fixed-price basis, which will result in the Owners incurring Project Costs in excess of those anticipated on the Original Guarantee Issuance Date.

WHEREAS, in connection with the Owners' Agent's entry into the Services Agreement and the Construction Completion Agreement, the Owners' Agent has entered into an amendment of the Letter Agreement for Construction Services to expand the scope of services thereunder.

WHEREAS, the Borrower has requested, for the purpose of financing a portion of its ownership interest in the Project, that:

(i) FFB enter into the Additional FFB Note Purchase Agreement to evidence its agreement to (A) make Advances in an aggregate principal amount not to exceed one billion six hundred sixty-eight million two hundred twenty-three thousand seven hundred seventy-nine Dollars ($1,668,223,779) in addition to the three billion four hundred sixty-two million four hundred nine thousand one hundred seventeen Dollars ($3,462,409,117) evidenced under the Original FFB Note Purchase Agreement and (B) purchase from the Borrower the Additional FFB Promissory Note evidencing the Borrower's obligation to repay such Advances; and

(ii) the Guarantor guarantee all of the obligations of the Borrower under the Additional FFB Promissory Note pursuant to the Additional DOE Guarantee;

WHEREAS, the execution of this Agreement is a condition precedent to DOE's issuance of the Additional DOE Guarantee, and FFB's receipt of the Additional DOE Guarantee is a condition precedent to FFB's execution of the Additional FFB Credit Facility Documents.

NOW, THEREFORE, in consideration of the foregoing, DOE's entering into this Agreement, and other good and valid consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS; RULES OF INTERPRETATION


1.1.	Definitions.

Except as otherwise expressly provided herein, capitalized terms used in this Agreement and its exhibits and schedules shall have the meanings given in Exhibit A hereto.


1.2.	Rules of Interpretation.

Except as otherwise expressly provided herein, the rules of interpretation set forth in Exhibit B hereto shall apply to this Agreement.


1.3.	Conflict with FFB Credit Facility Documents.

Except as otherwise expressly provided herein, in the case of any conflict between the terms of this Agreement and the terms of any FFB Credit Facility Document, the terms of this Agreement, as between the Borrower and the Secured Parties party thereto, shall control.

ARTICLE 2
FUNDING


2.1.	Summary of Key Terms; Financial Plan.

2.1.1. Summary of Key Terms.

The following is a summary of certain key terms, conditions and dates. To the extent of any inconsistency between the provisions of this Section 2.1 and any other provision of this Agreement, the provisions of this Agreement other than this Section 2.1 shall control:



Project Costs	U.S. Dollars ($)
Project Costs	Actual through June 30, 2018	Projected July 2018 through November 2022	Total
Eligible Base Project Costs	5,385,404,385	4,721,360,140	10,106,764,525
Ineligible Base Project Costs	112,981,471	58,405,753	171,387,224
Base Project Costs	5,498,385,856	4,779,765,893	10,278,151,749

Funding of Eligible Base Project Costs
FFB Credit Facility Commitment	2,625,000,000	2,505,632,896	5,130,632,896
Base Funding (including Settlement Proceeds)	2,760,404,385	2,215,727,244	4,976,131,629

Funding of Ineligible Base Project Costs
Base Funding	112,981,471	58,405,753	171,387,224

Funding of Overrun Project Costs
Overrun Funding	100% of all Overrun Project Costs in accordance with Section 2.7

Completion of Project
Anticipated Completion Date	Fourth calendar quarter of 2022

Certain Key Terms
Last Day for an Advance	December 31, 2020 under the Original FFB Promissory Note November 30, 2023 under the Additional FFB Promissory Note
First Principal Payment Date	February 20, 2020
Maturity Date	February 20, 2044

2.1.2. Financial Plan.

The proposed sources and uses of financing with respect to the Borrower's Undivided Interest are set forth in the Financial Plan below:



SOURCES:
Debt
Maximum Amount of DOE Guaranteed Loan				$5,130,632,896

Borrower Funding
Base Funding (including Settlement Proceeds)				$5,147,518,853
Overrun Funding	100% of all Overrun Project Costs in accordance with Section 2.7
TOTAL SOURCES							$10,278,151,749
USES:
Plant in Service Costs (excluding Contingency and Transmission Interconnect Costs)⁽¹⁾:		$	9,412,895,024
Contingency:		365,600,000
Debt Financing Costs⁽²⁾:		$	183,863,098
Nuclear Fuel Costs⁽³⁾:		$	176,687,860
Transmission Interconnect Costs:		$	61,435,314
Other Costs⁽⁴⁾:		$	77,670,453
TOTAL USES (BASE PROJECT COSTS):					$	10,278,151,749

(1) Includes EPC Contract costs incurred through the rejection of that contract, costs under other contracts that effectively replaced the EPC Contract after its rejection (including costs under the Services Agreement, the Construction Completion Agreement and subcontractor costs), payments under the Interim Assessment Agreement, payments to satisfy liens filed by EPC Contractor subcontractors, site construction management costs, Owners’ Costs, start-up and testing and ad valorem taxes.

(2) Includes capitalized debt financing costs (AFUDC) accrued on construction work in progress (i) through December 2010 prior to implementation of the NCCR Tariff and (ii) above the original Georgia PSC-certified capital cost for the Project (which financing costs are not recovered through the NCCR Tariff). Excludes debt financing costs on construction work in progress recovered through the NCCR Tariff.

(3) Of the nuclear fuel costs, $171,387,224 represent Ineligible Project Costs.

(4) Includes DOE ongoing support costs and independent evaluator and construction monitor costs.


2.2.	Availability of Advances.

2.2.1. Availability.

Subject to the satisfaction (or waiver by DOE) of each applicable condition precedent set forth in this Agreement and satisfaction (or waiver by FFB) of each applicable condition precedent in the FFB Credit Facility Documents, Advances shall be made during the Availability Period.

2.2.2. FFB Credit Facility Commitment Reductions and Cancellations.

The Borrower may, on not less than fifteen (15) days prior written notice to DOE and upon the satisfaction of any consent requirement or other applicable provisions of each FFB Credit Facility Document, permanently cancel or reduce the unutilized portions of the FFB Credit Facility Commitment, in whole or in part, but only if:

(a) each partial reduction is in an amount permitted under the FFB Credit Facility Documents;

(b) the Borrower certifies in writing that any such partial reduction could not reasonably be expected to impair the completion of the Project by the Anticipated Completion Date; provided that no such certification shall be required in connection with the prepayment in full of the DOE Guaranteed Loan pursuant to Section 3.3.2(a); and

(c) upon such cancellation or reduction, the Borrower pays all fees, Periodic Expenses, and other amounts then due with respect to such cancellation or reduction under the Loan Documents.

Once canceled, the FFB Credit Facility Commitment may not be reinstated, and once reduced, the FFB Credit Facility Commitment may not be increased.

2.2.3. No Obligation to Make Advances.

Nothing in this Agreement obligates the Secured Parties to make Advances to the Borrower. Any Advances will be made solely by FFB pursuant to the FFB Credit Facility Documents.


2.3.	Mechanics for Requesting Advances.

2.3.1. Advance Notices.

(a) The Borrower may request an Advance by delivering to DOE, with a copy to the Lender's Engineer, an appropriately completed Advance Notice with respect to such Advance at any time not less than (i) eighteen (18) Business Days prior to the Requested Advance Date in the case of an Advance in an amount less than $500,000,000, (ii) twenty (20) Business Days prior to the Requested Advance Date in the case of an Advance in an amount equal to or greater $500,000,000 and less than $2,000,000,000, and (iii) twenty-five (25) Business Days prior to the Requested Advance Date in the case of an Advance in an amount equal to or greater than $2,000,000,000. Without DOE's written consent, the Borrower may not request an Advance more frequently than once per calendar quarter; provided that the Borrower may make the initial request for an Advance under the Additional FFB Credit Facility Documents concurrently with a request for an Advance of the remaining FFB Credit Facility Commitment under the Original FFB Credit Facility Documents and such requests shall be deemed to be one request.

(b) Each Advance Notice shall be in the form set forth in Exhibit F or otherwise in form and substance acceptable to DOE.


2.4.	Mechanics for Funding Advances.

2.4.1. Satisfaction of Conditions Precedent. If DOE determines that (i) the Advance Notice has been satisfactorily completed, (ii) all conditions precedent set forth in Article 4 applicable to the requested Advance have been satisfied (or waived) and (iii) the FFB Advance Request and all other certificates and documentation required under the FFB Credit Facility Documents in respect of the requested Advance have been provided and are satisfactory (or have been waived), then, no later than fifteen (15) Business Days from DOE's receipt of the Advance Notice with respect to such Advance, DOE shall sign the FFB Advance Request Approval Notice attached to the FFB Advance Request accompanying such Advance Notice, and forward it together with such FFB Advance Request to FFB with a copy to the Borrower and the Lender's Engineer.

2.4.2. Drawstop Notices.

(a) Issuance. At any time after DOE forwards an Advance Notice to FFB and prior to the FFB's making of the Advance requested therein, whether or not DOE has issued an FFB Advance Request Approval Notice, DOE may issue a notice (a "Drawstop Notice") to FFB pursuant to Section 7.4(d) of the applicable FFB Note Purchase Agreement or otherwise pursuant to the FFB Credit Facility Documents, if DOE has determined that:

(i) the conditions in Article 4 with respect to such Advance are not met or, having been met, are no longer met; or

(ii) the conditions precedent to such Advance contained in the FFB Credit Facility Documents are not met or, having been met, are no longer met.

(b) Consequences. If a Drawstop Notice is issued, the requested Advance shall not be made, unless DOE shall have delivered a notice to FFB indicating that DOE has waived the conditions precedent referred to in clauses (a)(i) and (ii) of this Section 2.4.2 that were not met or were no longer met or that such conditions precedent have been met to its satisfaction (such notice, a "Drawstop Withdrawal Notice"). The issuance of a Drawstop Notice shall not preclude the Borrower from resubmitting an Advance Notice within the same or subsequent calendar quarter (notwithstanding Section 2.3.1) with respect to all or any portion of the same Advance.

(c) Costs. The Borrower shall pay all expenses incurred by DOE, FFB and the Collateral Agent (including all fees and Periodic Expenses of the Independent Consultants) in respect of any Advance that is not made due to the issuance of a Drawstop Notice.

(d) Copies to Borrower; No Effect on Validity. DOE shall make commercially reasonable efforts to provide a copy of each Drawstop Notice and Drawstop Withdrawal Notice to the Borrower upon the issuance thereof, provided that the failure to deliver a copy of any such notice to the Borrower shall have no effect on its validity.

2.4.3. No Liability.

No Secured Party shall have any liability to the Borrower or any Affiliate thereof or to any other Person solely arising from the issuance of or failure to issue for any reason (including due to an Uncontrollable Cause as defined both hereunder and in the FFB Note Purchase Agreements) any FFB Advance Request Approval Notice, Drawstop Notice, or any other notice contemplated by this Section 2.4, except in each case to the extent of such Secured Party's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable Governmental Judgment.


2.5.	Advance Requirements under the FFB Credit Facility Documents.

Notwithstanding anything to the contrary contained in this Article 2, the Borrower also shall comply with all disbursement requirements set forth in the FFB Credit Facility Documents.


2.6.	No Approval of Work.

None of (x) the signing of any FFB Advance Request Approval Notice by DOE, (y) DOE's forwarding any FFB Advance Request Approval Notice, FFB Advance Request or Advance Notice to FFB or (z) the making of any Advance under the Loan Documents shall be deemed an approval or acceptance by any Secured Party of any work, labor, supplies, materials or equipment furnished or supplied with respect to the Project.


2.7.	Borrower Funding Commitments.

Prior to or concurrently with each Advance, the Borrower agrees to pay from sources other than the DOE Guaranteed Loan, (i) at least 30% of the sum of the Eligible Base Project Costs being financed or reimbursed using the proceeds of such Advance plus all other Eligible Project Costs incurred to date and 100% of all Ineligible Base Project Costs previously incurred or then required to be paid (such obligation, the "Base Funding Commitment") and (ii) 100% of all Overrun Project Costs previously incurred or then required to be paid (if any) (such obligation, the "Overrun Funding Commitment" and, together with the Base Funding Commitment, collectively, the "Funding Commitments"); provided that the Funding Commitments shall terminate (a) upon the occurrence of any Mandatory Prepayment Event described in clause (iii) or (iv) of the definition of Mandatory Prepayment Event or (b) in the event the FFB Credit Facility Commitment is cancelled or terminated for any reason.


2.8.	Approval of Maturity Extension Election Notices by DOE after Notice from FFB.

If DOE receives any notice from FFB pursuant to Section 14(a)(3)(B) of the applicable FFB Promissory Note requiring DOE to approve each Maturity Extension Election Notice (as defined therein) delivered by the Borrower after the date of such notice, then DOE shall approve each such Maturity Extension Election Notice so long as no Potential Default, Event of Default, Potential Mandatory Prepayment Event or Mandatory Prepayment Event is continuing.

ARTICLE 3
PAYMENTS; PREPAYMENTS


3.1.	Place and Manner of Payments.

3.1.1. Generally.

All payments due under the DOE Guaranteed Loan shall be made by the Borrower pursuant to the terms of the FFB Credit Facility Documents and as specified herein.

3.1.2. Net of Tax, Etc.

(a) Tax. Any and all payments to any Secured Party by the Borrower hereunder or under any other Loan Document shall be made free and clear of, and without deduction for, any and all Taxes excluding (i) taxes imposed on or measured by the net income (however denominated) of such Secured Party by any jurisdiction or any political subdivision or taxing authority thereof or therein solely as a result of a present or former connection between such Secured Party and such jurisdiction or political subdivision (other than any connection arising as a result of the transactions contemplated by the Loan Documents), and (ii) any withholding Taxes or other Tax based on gross income imposed by the United States of America (all such Taxes, other than those Taxes described in clauses (i) and (ii) of this Section 3.1.2(a), the "Covered Taxes"). If the Borrower shall be required by law to withhold or deduct any Covered Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Secured Party, (A) the sum payable shall be increased as may be necessary so that after making all such required deductions (including deductions applicable to additional sums payable under this Section 3.1.2), such Secured Party receives an amount equal to the sum it would have

received had no such deductions been made, (B) the Borrower shall make such deductions and (C) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with all Governmental Rules. If the Borrower shall make any payment with respect to Covered Taxes under this clause (a) to or for the benefit of any Secured Party and if such Secured Party shall claim any credit or deduction for such Covered Taxes against any other Taxes payable by such Secured Party that are not Covered Taxes, then such Secured Party shall pay to the Borrower an amount equal to the amount such Secured Party determines, absent manifest error, is the amount by which such other Taxes are actually reduced; provided that the aggregate amount payable by such Secured Party pursuant to this sentence shall not exceed the aggregate amount previously paid by the Borrower with respect to such Covered Taxes.

(b) Indemnity. The Borrower hereby indemnifies each Secured Party for the full amount of Covered Taxes (including any Covered Taxes imposed by any jurisdiction on amounts payable under this Section 3.1.2) paid by any Secured Party, whether or not such Covered Taxes were correctly or legally asserted. Each Secured Party shall give notice to the Borrower of the assertion of any claim against such Secured Party relating to such Secured Party's Covered Taxes as promptly as is practicable after being notified of such assertion; provided that any failure to notify the Borrower promptly of such assertion shall not relieve the Borrower of its obligation under this Section 3.1.2, except, with respect to any such notice given by a Secured Party more than ninety (90) days after such Secured Party has notice or knowledge of such claim, to the extent that the Borrower is actually prejudiced by such failure. Payments by the Borrower pursuant to this indemnification shall be made within ten (10) days after the date such Secured Party makes written demand therefor (which may be submitted through DOE), which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. Each Secured Party agrees to repay to the Borrower any refund (including that portion of any interest that was included as part of such refund with respect to Covered Taxes paid by the Borrower pursuant to this clause (b) for the period following such Borrower payment) received by such Secured Party for Covered Taxes that were paid by the Borrower pursuant to this clause (b), and to provide reasonable assistance to the Borrower (at the expense of the Borrower) to contest any such Covered Taxes that such Secured Party or the Borrower reasonably believes not to have been properly assessed.

(c) Notice. Within ten (10) days after the date of any payment of Covered Taxes by the Borrower, the Borrower shall furnish to each affected Secured Party the original or a certified copy of a receipt evidencing such payment or, if the relevant tax authority has not provided the Borrower with such a receipt, shall furnish such other evidence of such payment as may be available to the Borrower (in which case the Borrower shall promptly request a receipt from the relevant tax authority, and so furnish the original or a certified copy thereof promptly on receipt thereof). The Borrower shall compensate each Secured Party for all reasonable losses and expenses sustained by such Secured Party as a result of any failure by the Borrower to so furnish such copy of such evidence or, if available, such receipt.

(d) Survival of Obligations. The obligations of the Borrower under this Section 3.1.2 shall survive the termination of this Agreement and the repayment of the Secured Obligations.


3.2.	Interest Provisions Relating to All Advances.

3.2.1. Interest Account and Interest Computations.

(a) Interest shall accrue on the unpaid principal amount of each Advance from the date such Advance is disbursed or deemed disbursed pursuant to the FFB Credit Facility Documents, to the date such Advance is paid in full, at a rate per annum relating thereto as specified in the applicable FFB Promissory Note.

(b) The Borrower hereby authorizes DOE to record in an account or accounts maintained by DOE (A) the interest rates applicable to all Advances, (B) the interest periods for each Advance outstanding, (C) the date and amount of each principal and interest payment on the DOE Guaranteed Loan, and (D) such other information as DOE may determine is necessary for the computation of interest payable by the Borrower hereunder.

(c) All computations of interest (including with respect to the FFB Late Charge Rate on Overdue Amounts or any unpaid amounts under the Loan Documents, but excluding interest pursuant to Section 9.2.1) shall be made pursuant to the procedures set forth in the relevant FFB Credit Facility Documents.

(d) The parties to this Agreement acknowledge that the amount of interest permitted to be capitalized in accordance with the FFB Promissory Notes is zero (0). The Borrower shall not request, or use the proceeds of, any Advance to pay any interest that has accrued on the unpaid principal amount of any Advance.

3.2.2. Interest Payment Dates.

Subject to the terms of the FFB Credit Facility Documents, the Borrower shall pay accrued interest on the outstanding principal amount of each Advance on each Quarterly Payment Date, on prepayment (to the extent thereof), and at maturity (whether by acceleration or otherwise).


3.3.	Prepayments.

3.3.1. Terms of all Prepayments.

(a) With respect to any prepayment of the DOE Guaranteed Loan, in whole or in part, and whether such prepayment is voluntary or mandatory, including a prepayment upon acceleration, the Borrower shall comply with all applicable terms and provisions of the FFB Credit Facility Documents and this Agreement.

(b) All prepayments of the DOE Guaranteed Loan shall be applied in accordance with, and shall be subject to the terms and conditions (including conditions as to prepayment premiums or discounts) as set forth in, the applicable FFB Credit Facility Documents.

(c) The Borrower may not reborrow any amount of the DOE Guaranteed Loan that is prepaid; provided that the provisions of Section 14 of the applicable FFB Promissory Note shall not constitute a prepayment of the DOE Guaranteed Loan for purposes of this Section 3.3.1(c). Any "Maturity Extension" (as defined in the applicable FFB Promissory Note) for any Advance as provided in the FFB Credit Facility Documents shall not be considered for purposes hereof prepayment of principal.

3.3.2. Voluntary Prepayments.

(a) Prior to Commercial Operation of the Second Unit, without the consent of DOE, the Borrower may not prepay the DOE Guaranteed Loan (i) in part or (ii) in whole unless, in the case of this subclause (ii), the Borrower simultaneously cancels the outstanding FFB Credit Facility Commitment.

(b) After Commercial Operation of the Second Unit has occurred, or, if prior to the Commercial Operation of the Second Unit, upon satisfaction of the requirements of Section 3.3.2(a), the Borrower may prepay the principal amount of any Advance in whole or in part upon no less than five (5) Business Days' prior written notice submitted by the Borrower to FFB. Any prepayment in whole or in part shall be subject to satisfaction of the following conditions:

(i) such prepayment (if in part) shall be in an amount no less than $100,000;

(ii) compliance with any restrictions contained in the FFB Credit Facility Documents, including satisfaction of any minimum amount requirement of the FFB Credit Facility Documents; and

(iii) payment of all accrued and unpaid interest on such principal amount, and any other fees and Periodic Expenses then payable, including any prepayment premiums, or other amounts as may be required under the Loan Documents.

(c) Any prepayment pursuant to this Section 3.3.2 shall be applied as directed by the Borrower in accordance with the applicable FFB Promissory Note.

3.3.3. Mandatory Prepayments.

(a) Mandatory Prepayments in Connection with Certain Events of Taking. If, as a result of any Event of Taking, any Condemnation Proceeds in excess of ten million Dollars ($10,000,000) per Event of Taking are received by or on behalf of the Borrower for the account of the Borrower, the Borrower shall be required to make a mandatory prepayment of the DOE Guaranteed Loan in the amount of all such Condemnation Proceeds. Each mandatory prepayment under this clause (a) shall be made on the Payment Date immediately following the receipt of such Condemnation Proceeds.

(b) Awards of Disputed Amounts under the Construction Completion Agreement or Services Agreement. To the extent the proceeds of any Advances are used to fund any amounts in dispute with the Service Provider or the CCA Contractor, and, following the resolution of the dispute, the Borrower receives any payments from the Service Provider or the CCA Contractor reimbursing it for all or any portion of such amounts, the Borrower shall be required to make a mandatory prepayment of the DOE Guaranteed Loan in an amount equal to the difference between the aggregate amount of all Advances made pursuant to the FFB Credit Facility Documents as of the date of receipt of such payments minus seventy percent (70%) of the aggregate amount of Eligible Project Costs in respect of the Borrower's Undivided Interest at the time of the determination of the amount to be prepaid. Each mandatory prepayment under this clause (b) shall be made upon receipt of such reimbursement payments. In the event any computation required in the first sentence of this clause (b) results in an amount of zero or less,

no mandatory prepayment shall be required in connection with the applicable reimbursement payments.

(i) If as a result of an Event of Loss, other than an Event of Loss that constitutes a Mandatory Prepayment Event pursuant to clause (vi) of the definition thereof, any Casualty Loss Proceeds in excess of ten million Dollars ($10,000,000) per occurrence are received by or on behalf of the Borrower for the account of the Borrower and such proceeds are not applied towards the repair or restoration of the relevant portion of the Project, the Borrower's Undivided Interest or the Collateral, then the Borrower shall be required to make a mandatory prepayment of the DOE Guaranteed Loan in the amount of all such Casualty Loss Proceeds. Each mandatory prepayment under this clause (c)(i) shall be made upon receipt of such Casualty Loss Proceeds.

(ii) If as a result of an Event of Loss that constitutes a Mandatory Prepayment Event pursuant to clause (vi) of the definition thereof, any Casualty Loss Proceeds are received by or on behalf of the Borrower for the account of the Borrower, then the Borrower shall be required to make a mandatory prepayment of the DOE Guaranteed Loan in the full amount of all Casualty Loss Proceeds in respect of such loss. Each mandatory prepayment under this clause (c)(ii) shall be (A) made upon receipt of such Casualty Loss Proceeds or, in the case of any such Casualty Loss Proceeds received prior to the occurrence of such Mandatory Prepayment Event, immediately following the occurrence of such Mandatory Prepayment Event and (B) applied to each Level Principal Amount in order of maturity.

(d) Mandatory Prepayment Events. Upon the occurrence of a Mandatory Prepayment Event:

(i) DOE may (A) suspend or terminate the commitment to guarantee any further Advances and (B) shall not be required to (1) review any Advance Notice or (2) forward to FFB any FFB Advance Request Approval Notice; and

(ii) DOE may deliver a Mandatory Prepayment Notice to the Borrower.

(e) Effect of Notice. Upon delivery to the Borrower of a Mandatory Prepayment Notice, DOE may, in its discretion, suspend or terminate the FFB Credit Facility Commitment, and the Borrower shall be required to prepay the outstanding principal amount of the DOE Guaranteed Loan, commencing on the next Quarterly Payment Date immediately following the Borrower's receipt of such notice, with equal payments of principal in twenty (20) consecutive quarterly installments on each Quarterly Payment Date. The level principal amount payable on each Quarterly Payment Date shall be equal to the aggregate outstanding principal amount of the DOE Guaranteed Loan immediately prior to the first such Quarterly Payment Date divided by 20 (the "Level Principal Amount"), and the amount of principal to be prepaid on any Quarterly Payment Date shall be equal to the positive difference, if any, of the Level Principal Amount to be made on such date (as such amount may be reduced pursuant to Section 3.3.3(c)(ii)) minus the regularly scheduled principal amount due on such Quarterly Payment Date (any such prepayment amount, a "Quarterly Prepayment Amount"). Subject to Section 2.7 and Section 10.21, from and

after the delivery of a Mandatory Prepayment Notice, the Borrower shall continue to perform and observe all other obligations under the Loan Documents to which it is a party until the Debt Termination Date, subject in all cases to the survival of any provisions of the Loan Documents that survive the Debt Termination Date. In the event the Borrower receives a Mandatory Prepayment Notice on a date that is less than eight (8) Business Days prior to the next Quarterly Payment Date, the initial level principal payment shall occur on the eighth (8^th) Business Day following the Borrower's receipt of the Mandatory Prepayment Notice rather than the next Quarterly Payment Date following the Borrower's receipt of the Mandatory Prepayment Notice. The date of any mandatory prepayment made in accordance with the preceding sentence shall be deemed to be a Quarterly Payment Date for the purposes of Section 3.3.3(f).

(f) In connection with any prepayments required pursuant to this Section 3.3.3, the Borrower shall provide notice of such prepayment to the FFB in accordance with the requirements of Section 15 of the applicable FFB Promissory Note (which requires notice at least five (5) Business Days in advance of each Quarterly Payment Date on which a mandatory prepayment is required), which notice shall include the amount of principal to be prepaid (which shall not be less than the applicable Quarterly Prepayment Amount) and the Advance or Advances to which such prepayment shall be applied. As provided in the FFB Promissory Notes, such prepayments shall be applied to the scheduled repayments of outstanding principal for each applicable Advance in inverse order of maturity. In the event the Borrower fails to provide such notice to DOE, the required Quarterly Prepayment Amount shall be applied pro rata amongst the principal of each outstanding Advance and, as to each Advance, to the scheduled repayments of outstanding principal of such Advance in inverse order of maturity.

(g) Payments under the Toshiba Settlement Agreement. In the event DOE issues a Mandatory Prepayment Notice and the Borrower has decided not to continue with construction of the Project, the Borrower shall be required to make a mandatory prepayment of Advances outstanding pursuant to the FFB Credit Facility Documents in an aggregate amount equal to the lesser of (A) the aggregate amount of Settlement Proceeds and (B) the aggregate amount of all Advances outstanding pursuant to the FFB Credit Facility Documents as of the date of delivery of such Mandatory Prepayment Notice minus seventy percent (70%) of (i) the aggregate amount of Eligible Project Costs the Borrower has incurred in respect of the Borrower's Undivided Interest as of the date of delivery of such Mandatory Prepayment Notice minus (ii) the aggregate amount the Settlement Proceeds. The mandatory prepayments under this clause (g) shall be made within 30 days of the date of delivery of the Mandatory Prepayment Notice. The Level Principal Amount payable on each Quarterly Payment Date remaining after such mandatory prepayment shall be reduced by an amount equal to the amount of principal prepaid through such mandatory prepayment, divided by the number of remaining Quarterly Payment Dates. In the event any computation required in this clause (g) results in an amount of zero or less, no mandatory prepayment pursuant to this clause (g) shall be required in connection with the applicable Mandatory Prepayment Event.


3.4.	Payment of Credit Subsidy Cost and Fees.

(a) Prior to or concurrently with the issuance of the Additional DOE Guarantee, the Borrower shall pay to DOE, (i) the remaining portion of the DOE Loan Facility Fee, (ii) the Credit Subsidy Cost in respect of the Additional DOE Guarantee, as determined by DOE and

approved by OMB (the "Additional DOE Guaranteed Loan Credit Subsidy Cost"), and (iii) in accordance with clause (c) of this Section 3.4, an installment of the DOE Maintenance Fee.

(b) The Borrower shall pay to FFB the fees payable to FFB from time to time in accordance with the requirements of the FFB Credit Facility Documents.

(c) The Borrower shall pay to DOE the DOE Maintenance Fee each year in advance until the Debt Termination Date, commencing on the Guarantee Issuance Date, and on January 1 of each calendar year thereafter; provided that (i) for the calendar year in which the Guarantee Issuance Date occurs, the DOE Maintenance Fee shall be equal to (A) $400,000 pro-rated on a daily basis for the number of days starting with the Guarantee Issuance Date and ending on December 31 of such calendar year plus (B) the $200,000 amount payable under the Original Loan Guarantee Agreement, as escalated thereunder, pro-rated on a daily basis for the number of days starting with January 1 of the calendar year in which the Guarantee Issuance Date occurs and ending on the day before the Guarantee Issuance Date minus (C) any amount of the DOE Maintenance Fee previously received from the Borrower during such calendar year and prior to the Guarantee Issuance Date and (ii) for the calendar year in which the Maturity Date is scheduled to occur, the DOE Maintenance Fee shall be pro-rated on a daily basis for the number of days starting with January 1 of such calendar year and ending on the Maturity Date, provided that, in the case of this subclause (ii), if the Debt Termination Date does not occur on or before the Maturity Date, then the Borrower shall promptly pay to DOE the balance of the DOE Maintenance Fee for such calendar year.

(d) The Borrower shall pay to DOE the DOE Modification Reimbursement Payments, if any, in the amount(s) and at the time(s) reasonably determined by DOE.

(e) All DOE Guaranteed Loan Fees shall be paid on the dates due, in immediately available funds in Dollars, to DOE or FFB, as applicable. Once paid, the DOE Guaranteed Loan Fees shall not be refundable under any circumstances; provided, however, that the amounts payable pursuant to Section 3.4(a) shall become non-refundable upon the execution and delivery of this Agreement.

(f) All amounts payable to DOE under this Section 3.4 shall be paid by wire transfer to the applicable account below, or to such other account as may be specified by DOE from time to time.

U.S. Treasury Department

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U.S. Treasury Department

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3.5.	Evidence of Debt.

DOE shall maintain, in accordance with its usual practice, internal records evidencing the amounts from time to time (i) advanced by FFB under the FFB Note Purchase Agreements, (ii) paid by DOE with respect to the DOE Guarantees and, (iii) principal and interest amounts paid by the Borrower with respect to the foregoing. In the event of any conflict among the records of DOE and FFB, absent manifest error, the records of FFB shall prevail with regards to subclauses (i) and (ii) above and the records of DOE shall prevail with regards to subclause (iii) above.


3.6.	DOE Late Penalty Charge.

If the Borrower fails to pay in accordance with the terms of the FFB Credit Facility Documents, this Agreement or any other Loan Document (whether at scheduled maturity, as a mandatory prepayment, by acceleration or otherwise) any principal of or interest on the DOE Guaranteed Loan when such principal or interest is due and payable, the Borrower shall pay to DOE the DOE Late Penalty Charge no later than three (3) Business Days after such amounts become due and payable. All amounts payable to DOE under this Section 3.6 shall be paid in accordance with Section 3.4(f).

ARTICLE 4
CONDITIONS PRECEDENT TO ADVANCES


4.1.	Conditions Precedent to Guarantee Issuance Date.

The obligation of the Guarantor to issue the Additional DOE Guarantee is subject to the prior satisfaction (or waiver in writing), as determined in all cases by DOE, of each of the following conditions precedent (and of any deliverable, as to its form and substance) as of the Guarantee Issuance Date.

4.1.1. Loan Documents.

DOE shall have received (to the extent not received on the Original Guarantee Issuance Date) fully executed originals, in sufficient counterparts for each Secured Party that is a party thereto (provided that there shall be only one original of the FFB Promissory Note), of each of the following documents:

(a) Loan Guarantee Agreement. This Agreement.

(b) FFB Credit Facility Documents. Each of the following FFB Credit Facility Documents:

(i) the FFB Program Financing Agreement;

(ii) the FFB Note Purchase Agreements;

(iii) the FFB Promissory Notes;

(iv) the DOE Guarantees; and

(v) all other documents, certificates and instruments required to be delivered on or before the Guarantee Issuance Date in connection with the foregoing.

(i) the Deed to Secure Debt;

(ii) the Collateral Agency Agreement; and

(iii) all other documents, certificates and instruments required under the Security Documents and this Agreement to be delivered on or before the Guarantee Issuance Date in connection with the foregoing.

(d) Direct Agreements. Each of the following Direct Agreements:

(i) the Owners Direct Agreement;

(ii) the Southern Nuclear Direct Agreement;

(iii) the Consent to Assignment, dated as of February 20, 2014, among the Borrower, the Operator, Westinghouse Electric Company LLC and the Collateral Agent, with respect to the Westinghouse Fuel Assembly Agreement and the Westinghouse License Agreement;

(iv) the Westinghouse Direct Agreement;

(v) the Bechtel Direct Agreement; and

(vi) the CCA Guarantor Direct Agreement.

4.1.2. Principal Project Documents.

(a) DOE shall have received (to the extent not received on the Original Guarantee Issuance Date) complete copies of each of the following fully executed documents, each certified by the Borrower that (x) such copy is a true, correct and complete copy of such document (including all schedules, exhibits, attachments, supplements and amendments thereto and any related Protocols and Side Letters), (y) such document has been duly executed and delivered by the Borrower (as applicable) and is in full force and effect, and (z) neither the Borrower nor, to the Borrower's Knowledge, any other party to such document is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder except for any such breach that (1) could not reasonably be expected to have a material adverse effect on the completion or operation of the Project, or (2) is disclosed on Schedule 4.1.2 hereto.

(i) Land Documents. Each of the title deed or deeds for the Project Site.

(ii) Operating Documents. Each of the following Operating Documents:

(1) the Fuel Disposal Agreements (other than those to be entered into after the Guarantee Issuance Date); and

(2) the Nuclear Operating Agreement.

(iii) Owner Documents. Each of the following Owner Documents:

(1) the Development Agreement;

(2) the Nuclear Managing Board Agreement;

(3) the Ownership Agreement;

(4) the Declaration of Covenants;

(5) the Cost Allocation Procedures;

(6) the Operating Agreement;

(7) the Owners' Continuation Agreement and Amendment;

(8) the Funding Agreement; and

(9) the Global Amendment.

(iv) the Letter Agreement for Construction Services.

(b) The Borrower shall have established a confidential password-protected electronic data site that allows employees of DOE and outside legal counsel to DOE, on a need to know basis, to review from time to time (but not download or print) (the "Restricted Data Site") complete, unredacted electronic copies of each of the following executed documents (provided that any such outside legal counsel of DOE shall be entitled to review only such documents as are authorized for review by such outside legal counsel pursuant to Section 6.1(p), and provided further that such documents shall be made available for review by employees of the Lender's Engineer in accordance with Section 6.1(p)(ii)), each certified by the Borrower that (x) such copy is a true, correct and complete copy of such document (including all schedules, exhibits, attachments, supplements and amendments thereto and any related Protocols and Side Letters), (y) such document has been duly executed and delivered by the Borrower (as applicable) and is in full force and effect, and (z) neither the Borrower nor, to the Borrower's Knowledge, any other party to such document is, or but for the passage of time or giving of notice or both will be, in breach of any obligation thereunder except for any such breach that (i) could not reasonably be expected to have a material adverse effect on the completion or operation of the Project, or (ii) is disclosed on Schedule 4.1.2 hereto.

(i) Construction Contracts.

(1) the Services Agreement; and

(2) the Construction Completion Agreement.

(ii) Operating Documents. Each of the following Operating Documents:

(1) the Westinghouse Fuel Assembly Agreement;

(2) the Westinghouse License Agreement; and

(3) the Facility Licenses.

(iii) The Bechtel Guarantee.

4.1.3. Pre-Closing Project Costs Report.

DOE shall have received: (a) a detailed description, with supporting documents as reasonably requested by DOE, of expenditures for Project Costs incurred and paid by the Borrower or any Affiliate of the Borrower prior to the Guarantee Issuance Date, which description shall specify those expenditures for which the Borrower seeks credit to be applied toward Base Funding; and (b) a certificate from the Lender's Engineer and the Borrower certifying that such Project Costs have been applied in accordance with the Construction Budget.

4.1.4. Rate Recovery Authorization

(a) DOE shall have received (to the extent not received on the Original Guarantee Issuance Date) copies of the final amended certification order and all orders on remand entered by the Georgia PSC in Docket No. 27800-U (collectively, the "Certificate") through the Guarantee Issuance Date, which orders relate to the Borrower's right to recover certain Project Costs through regulated rates in accordance with and subject to the requirements of applicable Georgia law (Official Code of Georgia Annotated, 46-3A-1 through 46-3A-11);

(b) DOE shall have received (to the extent not received on the Original Guarantee Issuance Date) copies of each order entered by the Georgia PSC on the semi-annual (or other such period required by the Georgia PSC) construction monitoring reports filed by the Borrower pursuant to the Certificate (such orders collectively, the "Construction Monitoring Orders"; such reports collectively, the "Construction Monitoring Reports") through the Guarantee Issuance Date, which orders relate to the Georgia PSC's verification and approval of expenditures for Project Costs;

(c) DOE shall have received (to the extent not received on the Original Guarantee Issuance Date) copies of each order in Georgia PSC Dockets 31958, 32539 and 36989 (the "NCCR Tariff Orders") through the Guarantee Issuance Date, which orders relate to the Borrower's ability to recover financing costs relating to certified construction costs associated with the Borrower's Undivided Interest; and

(d) DOE shall have received a Borrower Certificate certifying that:

(i) the Georgia PSC has, subject to Official Code of Georgia Annotated Section 46-3A-7, verified and approved all expenditures incurred for Project Costs identified in all Construction Monitoring Reports for all periods through June 30, 2018 except (A) as set forth on Schedule 4.1.4(d)(i) and (B) that the Borrower's inability to recover all of the expenditures set forth on Schedule 4.1.4(d)(i) through regulated rates could not reasonably be expected to have a

material adverse effect on the ability of the Borrower to repay Advances when due or the ability of the Project to be completed,

(ii) the NCCR Tariff Orders authorize the Borrower to recover financing costs relating to certified construction costs associated with the Borrower's Undivided Interest through the Nuclear Construction Cost Recovery Schedule tariff (the "NCCR Tariff") as filed or, if modified, without any material adverse effect on the Borrower's ability to recover financing costs relating to certified construction costs associated with the Borrower's Undivided Interest through the NCCR Tariff,

(iii) except for the Certificate, the Order Approving Stipulation dated January 3, 2017, the Order Approving Stipulation dated February 26, 2019, the Construction Monitoring Orders and the NCCR Tariff Orders, there are no other orders relating to the Borrower's right to recover Project Costs or financing costs associated with the Borrower's Undivided Interest, and

(iv) except as set forth on Schedule 4.1.4(d)(iv), no appeals of the Certificate, the Order Approving Stipulation dated January 3, 2017, the Order Approving Stipulation dated February 26, 2019, the Construction Monitoring Orders or the NCCR Tariff Orders are pending and all rights to appeal the Certificate, the Construction Monitoring Orders or the NCCR Tariff Orders have expired.

4.1.5. Borrower Base Case Projections; Project Milestone Schedule; Construction Budget; Advance Schedule; Employment Projections.

DOE shall have received (other than the Project Milestone Schedule, which shall be made available on the Restricted Data Site and made available for review by employees of the Lender's Engineer in accordance with Section 6.1(p)(ii)), at least thirty (30) days prior to the Guarantee Issuance Date (or such shorter period as may be satisfactory to DOE), the following items, certified by the Borrower in a Borrower Certificate substantially in the form of Exhibit C-4 (Form of Borrower Pre-Closing Certificate). With respect to items (a), b(ii) and (d) through (e), the Borrower shall have certified to DOE that such items were prepared in good faith based upon assumptions believed by the Borrower to be reasonable, in each case as of the date of preparation and as of the Guarantee Issuance Date. With respect to items (b)(i) and (c), the Borrower shall have certified to DOE that such items were prepared by the Operator in good faith and accurately reflect the Operator's then-current working plan for construction of the Project, in each case as of the date of preparation and as of the Guarantee Issuance Date:

(a) the Borrower Base Case Projections, including a summary of the underlying assumptions and explanations thereto;

(b) (i) the Summary Project Milestone Schedule – Working Plan; and

(ii) the Summary Project Milestone Schedule – Regulatory Based;

(d) the Construction Budget;

(e) the Advance Schedule; and

(f) projections for construction-related jobs and permanent jobs created and maintained in the U.S. as a result of the Project for each calendar year occurring during the term of the DOE Guaranteed Loan.

4.1.6. Financial Statements.

(a) (i) Delivery of Financial Statements. DOE shall have received (i)(A) from the Borrower its most recent audited and unaudited Financial Statements, (B) from the CCA Contractor its most recent audited and unaudited Financial Statements, and (C) from the CCA Guarantor its most recent audited Financial Statements, and (ii) a Financial Officer Certificate substantially in the form of Exhibit C-3 (Form of Borrower Financial Officer Certificate) with respect to the Borrower's Financial Statements that certifies that the Borrower has attached true, complete and correct copies of such Financial Statements of the Borrower and includes the certifications set forth in Section 6.1(e) with respect to the Financial Statements of the Borrower. DOE acknowledges and agrees that in connection with DOE's receipt of Financial Statements of the CCA Contractor and the CCA Guarantor, the Borrower is making no representations or warranties with respect to such Financial Statements.

(i) Current Reports on Form 8-X. XXX also shall have received any Current Reports on Form 8-K filed by the Borrower with the United States Securities and Exchange Commission subsequent to the date of the most recent unaudited Financial Statements delivered by the Borrower pursuant to this Section 4.1.6(a).

(b) No Material Adverse Effect. DOE shall have determined that no event or condition shall have occurred since the date of the most recent audited and unaudited Financial Statements of the Borrower delivered to DOE that had or could reasonably be expected to have a material adverse effect on the business, properties or financial condition of the Borrower or a material adverse effect on the ability of the Project to be completed.

4.1.7. Update of Conditional Commitment.

Either (i) DOE shall have determined that there are not any material changes to the terms and conditions of the Conditional Commitment or (ii) at least thirty (30) days prior to the Guarantee Issuance Date (or such shorter period as may be satisfactory to DOE), DOE shall have received a written summary of any such changes, which shall be approved by the Secretary of Energy and reflected in this Agreement.

4.1.8. Update of Credit Rating.

DOE shall have received a credit rating of the Borrower from Xxxxx'x, S&P or Fitch dated not less than thirty (30) days prior to the Guarantee Issuance Date, based on the updated commitment of DOE reflected in the FFB Credit Facility Documents and assuming that the FFB Credit Facility Commitment does not benefit from the Additional DOE Guarantee.

4.1.9. COL; Required Consents.

DOE shall have received (i) certification from the Borrower, together with such other evidence as DOE may request, that all necessary consents and waivers under any other current Indebtedness or Other Obligations of the Borrower have been duly obtained and are not subject to any conditions, except as disclosed to, and as are satisfactory to, DOE on Schedule 5.7, (ii) certification from the Borrower, together with such other evidence as DOE may request, that the COLs, Georgia PSC approval of the issuance of indebtedness under the Loan Documents, and all other Required Consents listed on Schedule 5.7 (except those identified on Schedule 5.7 as to be obtained at a later stage in the development of the Project) have been duly obtained and are not subject to any waiting period or appeal (except for the waiting periods and appeals that are disclosed to, and as are satisfactory to, DOE on Schedule 5.7), and (iii) to the extent not received on the Original Guarantee Issuance Date, a copy of each COL, Georgia PSC approval of the issuance of indebtedness under the Loan Documents, and each other Required Consent listed on Schedule 5.7 and requested by DOE (except (x) those received on the Original Guarantee Issuance Date (other than any amendments or renewals to such Required Consents) and (y) those identified on Schedule 5.7 as to be obtained at a later stage in the development of the Project), certified by the Borrower as being true, correct and complete.

4.1.10. Insurance.

DOE shall have received (i) certification from the Borrower and the Insurance Advisor that all Required Insurance is in place, and in full force and effect without default and all premiums due thereon (x) have been paid in full or (y) are to be paid by other arrangements satisfactory to DOE and (ii) certificates or policies with respect to all Required Insurance, designating the Secured Parties as additional insureds to the extent required by Schedule 6.3, certified by the Borrower and the Insurance Advisor as being true, correct and complete.

4.1.11. Completion Assessment.

DOE shall have received a copy of an updated Completion Assessment satisfactory to DOE.

4.1.12. Security Interests.

(a) Security Interests. DOE shall have received evidence that all Liens in the Collateral intended to be created by the Security Documents have been created and, where appropriate, have been (or, subject to arrangements satisfactory to DOE, will be) registered or otherwise perfected to create a first priority perfected Lien over the Collateral in favor of the Collateral Agent, subject only to Permitted Liens and the December 2013 Mechanic's Lien Exception. To the extent each such Lien arises or attaches under the Uniform Commercial Code of any jurisdiction in the U.S., it shall be valid and enforceable and shall constitute a first priority perfected security interest, subject only to Permitted Liens. In all other cases, each such Lien shall be enforceable against the Borrower, any subsequent lienor (including a judgment lienor), any junior lienor, or any transferee for or not for value, in bulk, by operation of law, for the benefit of creditors, or otherwise.

(b) Filings. DOE shall have received evidence that (i) each of the Security Documents has been (or arrangements satisfactory to DOE have been made so that it will be) duly filed and registered or recorded in every jurisdiction in which such filing and registration or

recording is necessary or advisable to make valid and effective the Liens intended to be created thereby and the rights of the Secured Parties thereunder, (ii) all fees and duties in connection with such filing, registration or recording (x) have been paid in full or (y) are to be paid by other arrangements satisfactory to DOE.

4.1.13. Authority and Incumbency of Major Project Participants.

DOE shall have received certified copies of each of the Borrower's and the Operator's Organizational Documents, good standing certificates, incumbency certificates and resolutions, and any other such documents as DOE may reasonably request, with respect to approval of (i) each such Major Project Participant's participation in the Project, (ii) in the case of the Borrower, the financing therefor and the granting of Liens pursuant to the Security Documents, and (iii) the execution, delivery and performance by each such Major Project Participant of the Transaction Documents (including any Direct Agreements) to which it is party.

4.1.14. Guarantee Issuance Date Certificates.

DOE shall have received:

(a) a Borrower Certificate, substantially in the form of Exhibit C-1 (Form of Borrower Guarantee Issuance Date Certificate), regarding the matters required to be certified by it as set forth in this Section 4.1, and such other certifications as may be required to be made to the Secured Parties by the Borrower as of the Guarantee Issuance Date under the FFB Credit Facility Documents and certain matters related to the Service Provider, Services Agreement, CCA Contractor, Construction Completion Agreement, Operator and Letter Agreement for Construction Services;

(b) a Lender's Engineer Certificate, substantially in the form of Exhibit D-1 (Form of Lender's Engineer Guarantee Issuance Date Certificate), dated as of the Guarantee Issuance Date, regarding the matters required to be certified by it as set forth in this Section 4.1, including a certification as to the reasonableness and appropriateness of (A) the Construction Budget, (B) the Summary Project Milestone Schedule – Regulatory Based, (C) the Advance Schedule and (D) the Pre-Closing Project Costs Report; and

(c) an Insurance Advisor Certificate, substantially in the form of Exhibit E (Form of Insurance Advisor Certificate), regarding the matters required to be certified by it as set forth in this Section 4.1.

4.1.15. Legal Opinions.

DOE shall have received the following legal opinions, each dated the Guarantee Issuance Date and in form and substance satisfactory to DOE one or more opinions of special counsel to the Borrower with respect to matters of New York, Georgia and Federal law, including (i) due authorization, execution and delivery and enforceability against the Borrower of the Loan Documents entered into or amended on or about the date hereof, the Owners' Continuation Agreement and Amendment (including as amended by the Global Amendment) and the Funding Agreement, in each case to which each the Borrower is a party, (ii) creation and perfection of security interests, (iii) receipt of all Governmental Approvals necessary to (1) recover Project

Costs up to the revised total certified cost of six billion one hundred thirteen million dollars ($6,113,000,000) as set forth in paragraph 4 of the stipulation adopted by the Georgia PSC in the first Construction Monitoring Order through electricity rates regulated by the Georgia PSC in accordance with and subject to (A) the provisions of applicable Georgia law (Official Code of Georgia Annotated, Section 46-3A-1 through 46-3A-11), (B) the Order Approving Stipulation dated January 3, 2017, as modified by the seventeenth Construction Monitoring Order and (C) the Order Approving Stipulation dated February 26, 2019, (2) construct and operate the Project (other than those Governmental Approvals not required to be obtained as of such date), (3) enter into the Loan Documents entered into or amended on or about the date hereof, the Owners' Continuation Agreement and Amendment (including as amended by the Global Amendment) and the Funding Agreement, and that such Governmental Approvals are in full force and effect and all applicable appeal periods have expired, except for any waiting periods and appeals that have been disclosed to DOE, (iv) DOE will not be regulated as an electric corporation or public utility under the federal law of United States of America or the law of the State of Georgia solely as a result of entering into the Transaction Documents to which it is a party, and (v) absence of conflicts with law, material agreements identified in such opinion letter or Organizational Documents of the Borrower.

4.1.16. Lender's Engineer Report.

DOE shall have received a Lender's Engineer Report, dated on or before the Guarantee Issuance Date, addressing such matters as DOE may reasonably request.

4.1.17. Receipt of Credit Subsidy Cost and Fees.

(a) DOE shall have received payment in full of the Additional DOE Guaranteed Loan Credit Subsidy Cost.

(b) Each of DOE and FFB shall have received all amounts then due and payable to it pursuant to Section 3.4.

4.1.18. Lobbying Certification.

DOE shall have received evidence that the Borrower has provided a Standard Form-LLL "Disclosure Form to Report Lobbying".

4.1.19. Title to Project Site. DOE shall have received a construction bringdown endorsement insuring that the Deed to Secure Debt remains a first priority Lien on the Borrower's fee title (subject only to Permitted Liens and the December 2013 Mechanic's Lien Exception), under the relevant laws of the State of Georgia, and on the Borrower's Undivided Interest in and to the Project Site (subject only to Permitted Liens and the December 2013 Mechanic's Lien Exception) as is necessary for the development of the Project. Such endorsement shall be delivered to DOE prior to the Guarantee Issuance Date. Further, such endorsement shall amend the title insurance policy by extending the "Date of Policy" to a date that is not earlier than seventeen (17) Business Days prior to the Guarantee Issuance Date.

4.1.20. Intellectual Property.

DOE shall have received evidence that the Borrower, the Owners' Agent and the Operator own or hold (or have available to them on commercially reasonable terms) a valid and enforceable license or right to use all Technology and Intellectual Property Rights necessary for the construction and operation of the Project through the Maturity Date (including all Intellectual Property Rights granted or conferred under the IP Agreements).

4.1.21. Environmental.

DOE has received certification from the Borrower, together with such other evidence as DOE may reasonably request of satisfaction as of the Guarantee Issuance Date of all material environmental requirements applicable to the Project (including required mitigations and the receipt of any required environmental consultations and permits) pursuant to applicable Environmental Laws and Governmental Approvals to the extent such material environmental requirements are required to be satisfied as of the Guarantee Issuance Date (and, with respect to any such requirements that are required to be satisfied after the Guarantee Issuance Date, DOE is reasonably satisfied with the Borrower's plan to comply with such requirements).

4.1.22. Fuel Supply and Disposal.

DOE shall have received a certification from the Borrower that there have been no material changes to the implementation plans for the Project related to providing sufficient supply and disposal of nuclear fuel required to operate the Project in accordance with the COLs, all applicable Governmental Rules and the terms of the Fuel Supply Agreements (other than those to be entered into after the Guarantee Issuance Date) since the Original Guarantee Issuance Date.

4.1.23. Conditions Precedent in Additional FFB Credit Facility Documents.

Each condition precedent to the effectiveness of the Additional FFB Credit Facility Documents shall have been satisfied as determined by FFB and DOE, as applicable.

4.1.24. Conditions Precedent in Transaction Documents.

DOE shall have received such evidence as it may request, that all conditions precedent to the obligations of any party to be performed as of the Guarantee Issuance Date under the Services Agreement and the Construction Completion Agreement or any other contract necessary for the construction of the Project have been satisfied.

4.1.25. Program Requirements.

(a) All Program Requirements required to have been satisfied as of the Guarantee Issuance Date shall have been satisfied.

(b) System for Awards Management. The Borrower is registered in the XXX database.

(c) Patriot Act. Each of DOE and FFB have received all documentation and other information required by regulatory authorities under the applicable "know your customer" and anti-money laundering rules and regulations, including the Patriot Act, customarily delivered

to financial institutions in connection with a transaction such as the issuance of the DOE Guaranteed Loan, to the extent not delivered at or prior to the Original Guarantee Issuance Date; provided that any subsequent changes in such documents or updates to information contained therein shall have been delivered to DOE and FFB.

4.1.26. Due Diligence Review.

DOE shall have completed its due diligence review of the Project, the Borrower, the Operator and all other matters related thereto and the results thereof shall have been satisfactory to DOE.

4.1.27. DOE Approvals.

DOE has received each of the following: (i) evidence that OMB has reviewed and approved DOE's calculation of the Additional DOE Guaranteed Loan Credit Subsidy Cost as of the Guarantee Issuance Date, (ii) the action memorandum duly executed and delivered by the Secretary of Energy, authorizing the execution by DOE of the Loan Documents to which it is a party and the apportionment of the Additional DOE Guaranteed Loan Credit Subsidy Cost and (iii) evidence that the Form SF132 Apportionment Request has been approved by OMB and the apportionment has occurred.

4.1.28. Xxxxx-Xxxxx Compliance.

DOE shall have received a Borrower Certificate, dated as of the Guarantee Issuance Date, (a) certifying that the Borrower and, to the DBA Knowledge of the Borrower, all DBA Contract Parties are in material compliance with all Xxxxx-Xxxxx Requirements, except to the extent that the Xxxxx-Xxxxx Requirements have been waived by the Department of Labor, including pursuant to the DOL Letter, (b) identifying and describing the immaterial non-compliance with all Xxxxx-Xxxxx Requirements of which the Borrower has DBA Knowledge, (c) certifying that the Borrower has commenced the cure of such immaterial non-compliance and reasonably believes that such immaterial non-compliance will be cured prior to any Advances subsequent to the Guarantee Issuance Date and (d) attaching a copy of the Xxxxx-Xxxxx and Related Acts Compliance Program and certifying that such copy is a true, correct and complete copy of the Xxxxx-Xxxxx and Related Acts Compliance Program.

4.1.29. OMB Certification.

OMB shall have certified in writing that the FFB Credit Facility Commitment, the DOE Guaranteed Loan and the Project comply with the provisions of the Omnibus Appropriations Xxx, 0000, X.X. Xx. 000-0, Xxxxxxxx X, Xxxxx XXX, as amended by Section 408 of the Supplemental Appropriations Xxx, 0000, P.L. No. 111-32 (the "Appropriations Act").

4.1.30. Cargo Preference Act.

(a) DOE shall have received a Borrower Certificate, certifying that as of the Guarantee Issuance Date, the Borrower is in compliance with all of its obligations under the CPA Agreement.

(b) DOE shall not have received written notice from United States Maritime Administration that the Borrower is not in compliance with all of its obligations under the CPA Agreement.

4.1.31. Borrower Appropriations Act Certificate.

DOE shall have received the Borrower Appropriations Act Certificate.

4.1.32. OPC Appropriations Act Certificate.

DOE shall have received the OPC Appropriations Act Certificate.

4.1.33. MEAG Appropriations Act Certificate.

DOE shall have received the SPVM Appropriations Act Certificate, SPVP Appropriations Act Certificate and SPVJ Appropriations Act Certificate.

4.1.34. Project Adverse Events.

DOE shall have received a certification from the Borrower that no PAE has occurred for which at least 90% of the Ownership Interests in the Project have not been voted in favor of continuing the construction, completion, testing, startup and pre-operational turnover of the Project.

4.1.35. Compliance Program Certificate.

DOE shall have received the Compliance Program Certificate.


4.2.	Conditions Precedent to Each Advance.

The obligation of the Guarantor to guarantee each Advance is subject to the prior satisfaction (or waiver in writing), as determined in all cases by DOE, of each of the following conditions precedent (and of any deliverable, as to its form and substance) as of the Advance Notice Date and to their continued satisfaction on the Advance Date for such Advance:

4.2.1. Updated Advance Schedule; Application of Advance Proceeds.

DOE shall have received:

(a) either (i) a proposed updated Advance Schedule, reflecting any changes to the estimated timing and amounts of proposed Advances and Base Funding to be provided, and certified by the Borrower as being consistent in all material respects with the most recent Construction Monitoring Report, the Construction Budget and the Summary Project Milestone Schedule – Regulatory Based, provided that such proposed updated Advance Schedule shall not accelerate the estimated date of disbursement of any Advance amounts reflected in the initial Advance Schedule delivered pursuant to Section 4.1.5(e), or (ii) a certification from the Borrower that no changes to the then-current Advance Schedule are required; and

(b) certification from the Borrower and the Lender's Engineer that the proceeds of the requested Advance will be needed for Eligible Project Costs that have been incurred by the

applicable Requested Advance Date, together with a description in reasonable detail of such Eligible Project Costs.

4.2.2. Invoices and Lien Waivers.

With respect to each Advance Notice, DOE shall have received copies of (a) each invoice of the Service Provider and the CCA Contractor that is the subject of such Advance Notice (whether via direct payment to the Service Provider or the CCA Contractor or via reimbursement to the Borrower), (b) lien waivers and releases, in the form attached as Exhibit H-1 with respect to the CCA Contractor and Exhibit H-2 with respect to the Service Provider (which forms may be modified by the Borrower from time to time as may be required by Governmental Rule), with respect to all work reflected in the invoices specified in clause (a) of this Section 4.2.2, (c) with respect to Project Costs (other than invoices of the Service Provider and the CCA Contractor, invoices previously delivered and invoices with respect to Project Costs incurred through September 30, 2018) invoices as set forth in the form of Borrower Advance Date Certificate attached hereto as Exhibit C-2, (d) a spreadsheet in substantially the form attached hereto as Exhibit M, and (e) in the case of the invoice for the final payment from the Owners under the Services Agreement or the Construction Completion Agreement, the Service Provider's affidavit or the CCA Contractor's affidavit, respectively, in the form attached as Exhibit I with respect to the CCA Contractor and in a form reasonably acceptable to DOE with respect to the Service Provider (which forms may be modified by the Borrower from time to time as may be required by Governmental Rule). To the extent any information delivered pursuant to this Section 4.2.2 contains confidential trade secret or proprietary information of the Service Provider or the CCA Contractor, such information shall be provided via the Restricted Data Site and made available for review by employees of the Lender's Engineer in accordance with Section 6.1(p)(ii).

4.2.3. Fees and Expenses.

DOE shall have received certification from the Borrower, and such other evidence as DOE may reasonably request, that (a) all DOE Guaranteed Loan Fees and Periodic Expenses (other than Periodic Expenses subject to a fee agreement with the Borrower), in each case incurred and invoiced prior to the relevant date (x) have been paid in full, (y) are to be paid with the proceeds of any requested Advance (only in the event that such amounts are Eligible Project Costs), or (z) are to be paid by other arrangements satisfactory to DOE, and (b) with respect to any Periodic Expenses subject to a fee agreement with the Borrower, the Borrower is not in default of its payment obligations under such fee agreement.

4.2.4. Consents and Approvals.

DOE shall have received (i) an updated schedule reflecting the status of all Required Consents, certified by the Borrower as being true, correct and complete and (ii) copies of any such Required Consents requested by DOE.

4.2.5. Representations and Warranties; No Default; No Mandatory Prepayment Event.

DOE shall have received certification from the Borrower, and DOE shall not have determined that such certification is untrue, that, on both the Advance Notice Date and the Advance Date, the representations and warranties in the Loan Documents (other than those in Sections 5.8,

5.11(a), 5.14(b), (e) and (i), 5.18(a), (c) and (d), 5.24(g), and 5.27, which are made only as of the Guarantee Issuance Date, and those that speak only as to an earlier date, which shall be true and correct as of such earlier date) are true and correct in all material respects, and no Event of Default, Potential Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event has occurred and is continuing.

4.2.6. Advance Certificates.

DOE shall have received:

(a) a Borrower Certificate, substantially in the form of Exhibit C-2, confirming that all conditions to the requested Advance have been satisfied and regarding the other matters required to be certified by the Borrower as set forth in this Section 4.2 and certain matters related to the Service Provider, Services Agreement, CCA Contractor, Construction Completion Agreement, Operator and Letter Agreement for Construction Services; and

(b) a Lender's Engineer Certificate, substantially in the form of Exhibit D-2, dated no later than fifteen (15) Business Days prior to the relevant Advance Date, regarding the matters required to be certified by the Lender's Engineer as set forth in this Section 4.2.

4.2.7. Borrower Funding Commitments.

DOE shall have received a certificate of an Authorized Official of the Borrower certifying that (i) the amount of Base Funding and Overrun Funding provided by the Borrower prior to or concurrently with the requested Advance has been, or, prior to or concurrently with the requested Advance will be, applied to pay (A) at least 30% of the sum of the Eligible Base Project Costs being financed or reimbursed using the proceeds of the requested Advance plus all other Eligible Project Costs incurred to date, (B) 100% of all Ineligible Base Project Costs previously incurred or then required to be paid, and (C) 100% of all Overrun Project Costs previously incurred or then required to be paid and (ii) with each Advance under the Additional FFB Credit Facility Documents, the aggregate principal amount of all Advances outstanding (taking into account the proposed Advance and all previous Advances under the Original FFB Credit Facility Documents and the Additional FFB Credit Facility Documents) does not exceed 70% of (A) the total of Eligible Project Costs the Borrower has incurred minus (B) the Settlement Proceeds.

4.2.8. Title Continuation.

DOE shall have received a construction bringdown endorsement insuring that the Deed to Secure Debt remains a first priority Lien on the Borrower's fee title (subject only to Permitted Liens and the December 2013 Mechanic's Lien Exception), under the relevant laws of the State of Georgia, and on the Borrower's Undivided Interest in and to the Project Site (subject only to Permitted Liens and the December 2013 Mechanic's Lien Exception) as is necessary for the development of the Project. Such endorsement shall be delivered to DOE on a date (i) not earlier than eight (8) Business Days and not later than six (6) Business Days prior to the relevant Advance Date in the case of an Advance in an amount less than $500,000,000; (ii) not earlier than ten (10) Business Days and not later than eight (8) Business Days prior to the relevant Advance Date in the case of an Advance in an amount equal to or greater than $500,000,000 and less than $2,000,000,000; and (iii) not earlier than fifteen (15) Business Days and not later than thirteen (13) Business Days

prior to the relevant Advance Date in the case of an Advance in an amount equal to or greater than $2,000,000,000. Further, such endorsement shall amend the title insurance policy by extending the "Date of Policy" to a date that is not earlier than fifteen (15) Business Days prior to the delivery date to DOE.

4.2.9. Xxxxx-Xxxxx Requirements.

DOE shall have received a Borrower Certificate, dated as of the Advance Notice Date, (a) certifying that the Borrower and, to the DBA Knowledge of Borrower, all DBA Contract Parties are in material compliance with all Xxxxx-Xxxxx Requirements, except to the extent that the Xxxxx-Xxxxx Requirements have been waived by the Department of Labor, including pursuant to the DOL Letter, (b) identifying and describing the immaterial non-compliance with all Xxxxx-Xxxxx Requirements of which the Borrower has DBA Knowledge, (c) certifying that the Borrower has commenced the cure of such immaterial non-compliance and reasonably believes that such immaterial non-compliance will be cured prior to any Advances subsequent to the Advance for which the Borrower Certificate is being delivered, (d) certifying that all immaterial non-compliance identified on all prior Borrower Certificates in respect of compliance with Xxxxx-Xxxxx Requirements has been cured, and (e) certifying that there have been no updates to the Xxxxx-Xxxxx and Related Acts Compliance Program or, if there have been any updates to the Xxxxx-Xxxxx and Related Acts Compliance Program since the most recent prior Advance Date, attaching a copy of such updates and certifying that such copies are true, correct and complete copies of such updates.

4.2.10. Advance Notice; Advance Schedule.

Pursuant to Article 2, DOE shall have received (i) an Advance Notice in accordance with Section 2.3 and (ii) certification from the Borrower that the requested Advance conforms to the Advance Schedule.

4.2.11. Issuance of FFB Advance Request Approval Notice.

Pursuant to Article 2, FFB shall have received, in accordance with the FFB Credit Facility Documents, the FFB Advance Request signed by the Borrower, together with the FFB Advance Request Approval Notice signed by DOE.

4.2.12. Absence of Drawstop Notice.

Pursuant to Article 2, DOE shall not have delivered a Drawstop Notice in accordance with Section 2.4.2(a) of this Agreement with respect to the Advance unless DOE shall have delivered a Drawstop Withdrawal Notice with respect to such Drawstop Notice in accordance with Section 2.4.2(b) of this Agreement.

4.2.13. Owners' Agent.

The Borrower is the Owners' Agent.

4.2.14. Cargo Preference Act.

(a) DOE shall have received a Borrower Certificate, certifying that as of the Advance Notice Date and the Advance Date, the Borrower is in compliance with all of its obligations under the CPA Agreement.

(b) DOE shall not have received written notice from United States Maritime Administration that the Borrower is not in compliance with all of its obligations under the CPA Agreement.

4.2.15. Initial Advance under the Additional FFB Credit Facility Documents.

Only for the initial Advance under the Additional FFB Credit Facility Documents, DOE shall have received a certification from the Borrower that (a) the Borrower has drawn or will draw, concurrently with the Advance under the Additional FFB Credit Facility Documents, all remaining FFB Credit Facility Commitments under the Original FFB Credit Facility Documents or (b) the Availability Period under the Original FFB Promissory Note has expired.

4.2.16. Project Adverse Events.

DOE shall have received a certification from the Borrower that as of the Advance Notice Date and the Advance Date either (a) no PAE has occurred or (b) a PAE has occurred and (i) at least 90% of the Ownership Interests in the Project have been voted in favor of continuing the construction, completion, testing, startup and pre-operational turnover of the Project, (ii) no Deferral Period has occurred and is continuing; and (iii) the Borrower has provided DOE with the information required by clause (A) of the first sentence of Section 6.13 in connection with such PAE. In addition, if the Borrower determines that a material change to the Construction Budget or Summary Project Milestone Schedule – Regulatory Based has occurred, or is reasonably expected to occur, as a result of such PAE, the Borrower shall have delivered to DOE an updated Advance Schedule, Project Milestone Schedule, Summary Project Milestone Schedule – Working Plan, Summary Project Milestone Schedule – Regulatory Based and Construction Budget. Any change in the Summary Project Milestone Schedule – Regulatory Based that would constitute a PAE pursuant to Section 2.1(a)(iv) of the Owners' Continuation Agreement and Amendment shall be deemed to be a material change to the Summary Project Milestone Schedule – Regulatory Based.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

The Borrower makes all of the following representations and warranties to and in favor of DOE on (i) the Guarantee Issuance Date, (ii) each Advance Notice Date, and (iii) each Advance Date, except (x) as such representations and warranties relate to an earlier date and (y) with respect to the representations in Sections 5.8, 5.11(a), 5.14(b), (e) and (i), 5.18(a), (c) and (d), 5.24(g), and 5.27, which are made only as of the Guarantee Issuance Date.


5.1.	Organization.

The Borrower (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia, (b) is duly qualified to do business in the State of Georgia and in each other jurisdiction where the failure to so qualify could reasonably be expected to have a

Material Adverse Effect or a material adverse effect on the ability of the Project to be completed, and (c) has all requisite corporate power and authority to (i) own or hold under lease and operate the property it purports to own or hold under lease, (ii) carry on its business as now being conducted and as now proposed to be conducted in respect of the Project, (iii) incur Indebtedness and Other Obligations and create Liens on its properties, and (iv) execute, deliver, perform and observe the terms and conditions of each of the Transaction Documents to which it is a party.


5.2.	Authorization; No Conflict.

The Borrower has duly authorized, executed and delivered the Transaction Documents to which it is a party. Neither the Borrower's execution and delivery of the Transaction Documents to which it is a party, nor the consummation of the transactions contemplated thereby nor its compliance with the terms thereof (a) contravenes its Organizational Documents, (b) contravenes any Governmental Rules where such contravention could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed, (c) contravenes or results in any breach or constitutes any default under any Governmental Judgment, where such contravention, breach or default could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed, (d) contravenes or results in any breach or constitutes any default under any agreement or instrument to which it is a party or by which it or any of its revenues, properties or assets may be bound, except where such contravention, breach or default could not reasonably be expected to have a Material Adverse Effect, or a material adverse effect on the ability of the Project to be completed, (e) results in or requires the creation of any Lien upon any of its revenues, properties or assets, except for the Liens created by the Security Documents and Permitted Liens, or (f) requires the consent or approval of any Person other than the Required Consents and any other consents or approvals that have been obtained and are in full force and effect.


5.3.	Legality; Validity; Enforceability.

Each Transaction Document is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to Bankruptcy Laws and general principles of equity, regardless of whether enforcement is considered in a proceeding at law or in equity.


5.4.	Capitalization.

As of the Guarantee Issuance Date, the Equity Interests of the Borrower and of the Operator are proportionately owned by Southern Company as provided on Schedule 5.4.


5.5.	Title.

(a) The Borrower owns (i) fee simple title tothe real estate comprising the Borrower's Undivided Interest and (ii) valid legal and beneficial/equitable title to the personal property and other assets of the Borrower (tangible and intangible) on which it purports to grant security title and Liens pursuant to the Security Documents, in each case free and clear of any Liens of any kind except for the Liens created by the Security Documents and Permitted Liens. Except for the Liens created by the Security Documents and Permitted Liens, the Borrower is not under any obligation to create any Lien upon any of the Collateral.

(b) The Borrower's Undivided Interest is at least a 45.7% undivided ownership interest, as a tenant in common, in the Additional Unit Properties and the Related Facilities, subject, from and after the Guarantee Issuance Date, to any increase in such ownership interest pursuant to the Ownership Agreement.

(c) The Project Site and the real property interests relating to the Transmission Facilities comprise all real estate necessary for the development of the Project.


5.6.	Security Interests.

Pursuant to the Security Documents the Collateral Agent (for the benefit of the Secured Parties) has a perfected first priority Lien in the Collateral, subject only to the Permitted Liens. Such Lien in the Collateral is superior and prior to the Liens of all third Persons (other than Permitted Liens) now existing or hereafter arising whether by way of deed of trust, mortgage, Lien, security interests, encumbrance, assignment or otherwise. All documents and instruments, including the Deed to Secure Debt and UCC financing statements, have been recorded or filed for record in such manner and in such places as are required, and all other action as is necessary shall have been taken to establish and perfect the Collateral Agent's Lien in and to the Collateral (for the benefit of the Secured Parties) to the extent contemplated by the Security Documents. All Taxes and Periodic Expenses that are due and payable in connection with the execution, delivery or recordation of the Deed to Secure Debt and UCC financing statements, or the execution, issuance and delivery of the FFB Promissory Notes, or the granting of the security title and security interest on the property under the Deed to Secure Debt, have been paid or satisfactory arrangements have been made with the relevant Secured Parties to satisfy such obligations.


5.7.	Required Consents.

(a) Schedule 5.7 sets forth all consents and approvals, including all Governmental Approvals, that are required to have been obtained or to be obtained by the Borrower for the ownership of the Borrower's Undivided Interest or by the Borrower or the Operator for the construction, operation or routine maintenance of the Project (all such consents and approvals, whether or not identified on such Schedule, the "Required Consents").

(b) All Required Consents that are required to be obtained, and all applications for Required Consents that are required to be filed, on or as of the date this representation is made (including any Required Consents required on that date), have been filed or obtained, other than Required Consents that, if not obtained, could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or operated. Such Required Consents required to have been obtained as of the date this representation is made are in full force and effect and as of the date this representation is made are not under appeal or subject to other proceedings or unsatisfied conditions that could reasonably be expected to result in a material adverse modification or cancellation as of such date (except for the appeals, proceedings and conditions that are disclosed on Schedule 5.7).

(c) To the Borrower's Knowledge, any such Required Consent which has not been obtained as of the date this representation is made, but which will be required to be obtained in

the future, is reasonably expected to (i) be obtained on or prior to the relevant date or stage of development of the Project for which such Required Consent will be required, and (ii) contain only conditions or requirements which the Borrower expects to be satisfied or complied with, in each case, in accordance with the terms of the Required Consent.

(d) Each of the Project, the Borrower or the Operator is in compliance in all respects with all such Required Consents applicable to it, including all federal, state, and local Governmental Approvals, except (1) any such non-compliance that the Borrower (A) is diligently working to cure through appropriate regulatory procedures, including for the purpose of obtaining any necessary amendment to such Required Consent and (B) reasonably believes will be cured through such diligent efforts, or (2) where the failure to comply could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or operated.


5.8.	Governmental Judgments.

(a) Except as set forth on Schedule 5.8, there is no pending or threatened (in writing) action, suit, or proceeding, or investigation by a Governmental Authority, of any kind, including no action or proceeding of or before any Governmental Authority, in each case (x) involving the Borrower or the Operator or (y) to the Borrower's Knowledge, involving any Project Participant other than the Borrower and the Operator, in each case that relates to the Project or any transactions contemplated by any of the Transaction Documents that has, or could reasonably be expected to have, a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or operated.

(b) Neither the Borrower nor the Operator has failed to observe in any material respect, or is otherwise in default with respect to, any Governmental Judgment or any order of any court, arbitrator, administrative agency or other Governmental Authority except (1) any such failure to observe or default that the Borrower (A) is diligently working to cure through procedures approved by the applicable court, arbitrator, arbitral panel, administrative agency or Governmental Authority or appropriate regulatory procedures and (B) reasonably believes will be cured through such diligent efforts, or (2) that has not and could not reasonably be expected to have, a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or operated. There is no injunction, writ, or preliminary restraining order of any nature issued by a court, arbitrator, administrative agency or other Governmental Authority directing that any of the obligations provided for in any of the Transaction Documents to be performed by the Borrower, the Operator or, to the Borrower's Knowledge, any other Project Participant, not be consummated as herein or therein provided. No Governmental Judgment or order of any court, arbitrator, administrative agency or other Governmental Authority has been entered against the Borrower, the Operator, or, to the Borrower's Knowledge, any other Project Participant that has, or could reasonably be expected to have, a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or operated.


5.9.	Tax.

The Borrower has filed all material tax returns required by Governmental Rules to be filed by it and has paid (a) all income taxes payable by it that have become due pursuant to such tax returns

and (b) all other material Taxes and assessments payable by it that have become due, in each case other than those Taxes that it is contesting in good faith and by appropriate proceedings for which reserves have been established to the extent required by applicable Governmental Rules.


5.10.	Compliance with Governmental Rules.

Each of the Borrower and the Operator (with respect to the Project) is in compliance with, and has conducted its business, operations, assets, equipment, property, leaseholds, and other facilities in compliance with (a) Title XVII and the Applicable Regulations, in all respects, and (b) all other Governmental Rules and all other Program Requirements in all material respects, except, in the case of subclause (b) above, (x) for any such non-compliance asserted by any Governmental Authority where the Borrower is contesting such assertion in good faith by appropriate legal proceedings, and (y) for any such non-compliance that the Borrower is diligently working to cure pursuant to an applicable Remediation Plan.


5.11.	Environmental, Health and Safety Matters.

(a) Except as disclosed on Schedule 5.11(a), with respect to the Project, neither the Borrower nor the Operator has Knowledge of any material non-compliance with Environmental Laws or has received any complaint, order, directive, claim, citation or notice by any Governmental Authority relating to any actual or potential material violation of its then-existing obligations under Environmental Laws.

(b) The Borrower and the Operator have developed and implemented policies and procedures with respect to the Project that are reasonably designed to provide for compliance with Governmental Rules concerning safety and the protection of human health, including the Occupational Safety and Health Act of 1970 and the rules and regulations promulgated thereunder and the rules and regulations of the NRC relating to safety matters.


5.12.	Investment Company Act.

The Borrower is not required to register as an "investment company" and it is not "controlled" by a company required to register as an "investment company" under the Investment Company Act.


5.13.	Regulation of Secured Parties.

(a) No Secured Party shall be or become subject to regulation by the NRC under the Atomic Energy Act of 1954 and the NRC's regulations thereunder solely as a result of the execution, performance or delivery of this Agreement or the other Loan Documents to which it is a party; provided, however, that in accordance with 42 U.S.C. §2234 and 10 CFR §50.81, (1) the rights of the Secured Party may be exercised only in compliance with and subject to the provisions of the COLs, the Atomic Energy Act of 1954 and regulations issued by the NRC pursuant to said Act; and (2) no Secured Party may take possession of the Project prior to the issuance or transfer of a license from the NRC to such Secured Party authorizing such possession.

(b) No Secured Party shall be or become subject to regulation as a "public utility" under the Federal Power Act solely as a result of the execution, performance or delivery of this

Agreement or the other Loan Documents to which it is a party; provided, however, that upon exercise by a Secured Party of certain remedies allowed under this Agreement or the Security Documents, such Secured Party may become subject to regulation as a "public utility" under the Federal Power Act.

(c) No Secured Party shall be or become subject to regulation as under the Public Utility Holding Company Act, and FERC's regulations thereunder, solely as a result of the execution, performance or delivery of this Agreement or the other Loan Documents to which it is a party; provided, however, that upon exercise by a Secured Party of certain remedies allowed under this Agreement or the Security Documents, such Secured Party may become subject to regulation under Public Utility Holding Company Act.

(d) No Secured Party shall be or become subject to regulation by the Georgia PSC as an "electric light and power company", a "person owning, leasing or operating public gas plants or electric light and power plants furnishing service to the public" or an "electric supplier" or similar term, under the laws of the State of Georgia, solely as a result of the execution, performance or delivery of this Agreement or the other Loan Documents to which it is a party; provided, however, that upon exercise by a Secured Party of certain remedies allowed under this Agreement or the Security Documents, such Secured Party may become subject to regulation by the Georgia PSC as an "electric light and power company", a "person owning, leasing or operating public gas plants or electric light and power plants furnishing service to the public" or an "electric supplier" or similar term, under the laws of the State of Georgia.


5.14.	ERISA.

(a) The Borrower and its ERISA Affiliates have operated the Pension Plans in compliance with their terms and with all applicable provisions and requirements of the Internal Revenue Code, ERISA, and other applicable federal or state laws and have performed in all respects their respective obligations under each Pension Plan, except, in each case, where such failure to comply or perform could not reasonably be expected to have a Material Adverse Effect.

(b) No ERISA Event has occurred or is reasonably expected to occur which could reasonably be expected to have a Material Adverse Effect.

(c) No Pension Plan has failed to satisfy the minimum funding standards under Section 412 or Section 430 of the Internal Revenue Code other than any such failure that could not reasonably be expected to have a Material Adverse Effect.

(d) Except to the extent required under Section 4980B of the Internal Revenue Code, Sections 601 through 609 of ERISA or comparable state law, no Pension Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates which has or could result in liability to the Borrower that is reasonably expected to have a Material Adverse Effect.

(e) As of the most recent valuation date for any Pension Plan, the outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA) do not exceed the assets of such Pension

Plan, except for any such excess of liabilities over assets that could not reasonably be expected to have a Material Adverse Effect.

(f) All liabilities under each Pension Plan are (i) funded to at least the minimum level required by applicable law, (ii) funded to the level required by the terms governing the Pension Plans other than any failure to fund at such level that could not reasonably be expected to have a Material Adverse Effect, (iii) provided for or recognized as required by applicable accounting standards in the Financial Statements most recently delivered to DOE pursuant to Section 6.1, and (iv) estimated as required by applicable accounting standards in the formal notes to the Financial Statements most recently delivered to DOE pursuant to Section 6.1.

(g) To the Borrower's Knowledge, there are no circumstances that may give rise to a liability in relation to any Pension Plan that is not funded, insured, provided for, recognized or estimated in the manner described in clause (f) of this Section 5.14 that could reasonably be expected to have a Material Adverse Effect.

(h) (i) The Borrower is not a "plan" within the meaning of Section 4975(e) of the Internal Revenue Code; (ii) the assets of the Borrower do not constitute "plan assets" within the meaning of Section 3(42) of ERISA and the United States Department of Labor Regulations set forth in 29 C.F.R. § 2510.3-101; (iii) the Borrower is not a "governmental plan" within the meaning of Section 3(32) of ERISA; (iv) transactions by or with the Borrower are not subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans; and (v) the Borrower has not engaged in any transaction that would cause any obligation, or action taken or to be taken, hereunder (or the exercise by the Secured Parties of any of their respective rights under this Agreement) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code or any similar state law, other than any such transaction or prohibited transaction described in this subclause (v) that could not reasonably be expected to have a Material Adverse Effect.

(i) Neither the Borrower, nor any ERISA Affiliate, nor to the Knowledge of the Borrower any duly-appointed administrator of a Multiemployer Plan has instituted or intends to institute proceedings to withdraw from any Multiemployer Plan.

Notwithstanding anything in this Section 5.14 to the contrary, the specific representations and warranties made pursuant to this Section 5.14 shall not be interpreted to limit the generality of, or otherwise limit in any way, the representations made by the Borrower in Section 5.10 or the obligations (including the related exceptions and cure rights) of the Borrower in Section 8.1(r), each of which shall be applied to the Borrower without regard to the provisions of this Section 5.14.


5.15.	Intellectual Property.

(a) Pursuant to the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Westinghouse Fuel Assembly Agreement, the Southern Nuclear Direct Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any), any replacement agreement for any of the foregoing and any Additional Project Document

for the supply of fuel assemblies and/or related required software for the Project (collectively, the "IP Agreements"), the Borrower possesses, or will possess in due course, in accordance with the terms of the IP Agreements, an IP Interest; except where the Borrower's failure to own or hold all or any part of such IP Interest (x) results from termination of the relevant IP Agreement after the date hereof and prior to delivery of all of the Technology and Intellectual Property Rights thereunder, or (y) could not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of. The Borrower does not have Knowledge of any Technology or Intellectual Property Rights necessary to construct, complete, operate, use and maintain the Project through the Maturity Date that have not been granted or conferred, or that will not be granted or conferred in due course, in accordance with the terms of the IP Agreements, except for Technology and Intellectual Property Rights (i) to the extent not granted or conferred as a result of a termination of the relevant IP Agreement after the date hereof and prior to delivery of such Technology and Intellectual Property Rights thereunder, or (ii) which if not so granted or conferred could not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of.

(b) The Borrower does not have Knowledge that (i) all or any part of the IP Interest granted pursuant to the IP Agreements, or the Borrower's or the Operator's use of such IP Interest, infringes upon or misappropriates the Intellectual Property Rights or other rights of any Person, or (ii) any action by the Borrower or the Operator or any product, process, method, substance, part or other material employed by the Borrower or the Operator, in each case that is necessary to complete, operate, convey or dispose of the Project, infringes upon or misappropriates the Intellectual Property Rights of any Person, except, in each case, where such infringement or misappropriation could not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of.


5.16.	No Defaults or Mandatory Prepayment Events.

No Event of Default, Potential Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event has occurred and is continuing.


5.17.	No Judgment Liens; No Delinquent Indebtedness.

The Borrower (i) does not have a judgment lien against any of its property for a debt owed to the United States of America and (ii) does not have an outstanding debt owed to the United States of America or any agency thereof that is in delinquent status, as the term "delinquent status" is defined in 31 C.F.R. § 285.13(d), including any Tax liabilities, except to the extent such delinquency has been resolved with the appropriate Governmental Authority in accordance with Governmental Rule and, to the Knowledge of the Borrower, the standards of the Debt Collection Improvement Act of 1996.


5.18.	Sufficiency of Project Documents.

(a) All easements, leasehold and other property interests, and all utility and other services, means of transportation, facilities, other materials and other rights that can reasonably be expected to be necessary for the construction, completion and operation of the Project in

accordance with Governmental Rules and the Transaction Documents (including gas, electrical, water and sewage services and facilities) have been procured under the Project Documents or are commercially available to the Project at the Project Site.

(b) DOE has received a true, complete and correct copy of each of the Project Documents (including all exhibits, schedules, attachments, supplements and amendments thereto and any related Protocols and Side Letters).

(d) The Project Documents (including the Services Agreement and the Construction Completion Agreement) are the only material contracts to be entered into by the Borrower or the Operator that are necessary for the construction of the Project.


5.19.	Financial Statements.

Each of the Financial Statements of the Borrower included in the Borrower's most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission under the Exchange Act has been delivered to DOE, has been prepared in accordance with GAAP and presents fairly in all material respects (a) the financial condition of the Borrower as of the respective dates of the balance sheets included therein and (b) the results of operations of the Borrower for the respective periods covered by the statements of income included therein.

5.20. Project Milestone Schedule; Construction Budget; and Borrower Base Case Projections.

(a) The Summary Project Milestone Schedule – Regulatory Based, the Construction Budget and the Borrower Base Case Projections, in each case when delivered by the Borrower to DOE, were prepared in good faith by the Borrower and were based upon assumptions believed by the Borrower to be reasonable. The Project Milestone Schedule and Summary Project Milestone Schedule – Working Plan, in each case when delivered by the Borrower to DOE, were prepared in good faith by the Operator and accurately reflect the Operator's then-current working plan for construction of the Project.

(b) The Summary Project Milestone Schedule – Regulatory Based is consistent with the most recent Construction Monitoring Report filed by the Borrower with the Georgia PSC.


5.21.	Sufficient Funds.

Based on conditions existing as of the date this representation is being made, the Borrower reasonably expects that the total funding available to the Borrower (through the FFB Credit Facility Commitment and other sources of funding for Base Funding and Overrun Funding) will be sufficient to fund (i) the Base Project Costs and (ii) all Overrun Project Costs that are reasonably expected to be incurred.


5.22.	Fees and Enforcement.

Other than amounts that have been paid in full or with respect to which arrangements satisfactory to DOE have been made, no fees or Taxes including documentary, stamp, transaction, registration, or similar taxes are required to be paid to ensure the legality, validity, enforceability, priority or admissibility in evidence in applicable jurisdictions of any Transaction Documents.


5.23.	No Additional Fees.

The Borrower has not paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of arranging the financing of the transactions contemplated by the Transaction Documents.


5.24.	U.S. Government Requirements.

(a) Xxxxx-Xxxxx Requirements. The Borrower and, to the DBA Knowledge of the Borrower, all DBA Contract Parties are in material compliance with all Xxxxx-Xxxxx Requirements, except to the extent that the Xxxxx-Xxxxx Requirements have been waived by the Department of Labor. The Borrower has established, implemented and enforced a program (such program, as updated in accordance with Section 6.11(h)(iv), the "Xxxxx-Xxxxx and Related Acts Compliance Program") designed to (i) ensure material compliance with all Xxxxx-Xxxxx Requirements and (ii) provide reasonable assurance that information relating to compliance with the Xxxxx-Xxxxx Requirements is made known to the Vice President of Employee Relations and Associate General Counsel of Southern Company Services, Inc., and such other Person or Persons who have principal oversight responsibility with respect to the Borrower's compliance with the Xxxxx-Xxxxx Requirements (and each of the Persons referred to in this subclause (ii) are identified by name and position in the Xxxxx-Xxxxx and Related Acts Compliance Program).

(b) Foreign Asset Control Regulations. Neither the making of any Advances nor the use of the proceeds thereof will violate any Foreign Asset Control Regulations.

(c) Prohibited Persons. None of the Borrower Entities, Borrower Entity Controlling Persons or Southern Company or any of their respective Principal Persons is a Prohibited Person. To the Borrower's Knowledge, no event has occurred and no condition exists that is likely to result in any Borrower Entity, Borrower Entity Controlling Person or Southern Company or any of their respective Principal Persons becoming a Prohibited Person. The internal management and accounting practices and controls of all Borrower Entities have been designed and maintained to provide reasonable assurance of compliance with all Corrupt Practices Laws, the Patriot Act, the Anti-Terrorism Order and the rules and regulations of OFAC. The Borrower has designed and maintained disclosure controls and procedures to provide reasonable assurance that material information regarding the Borrower's and the Operator's compliance with laws (including Corrupt Practices Laws, the Patriot Act, the Anti-Terrorism Order and the rules and regulations of OFAC) is made known to Senior Management Persons of the Borrower.

(d) Anti-Terrorism Order. Each Borrower Entity, each Borrower Entity Controlling Person and Southern Company, and each of their respective Principal Persons is in compliance with the Anti-Terrorism Order and has not previously violated the Anti-Terrorism Order.

(e) Use of Collateral. None of the Collateral is traded or used, directly or indirectly, by a Prohibited Person or by a Person organized in a Prohibited Jurisdiction.

(f) Corrupt Practices Laws; OFAC. Each Borrower Entity, each Borrower Entity Controlling Person and Southern Company, and each of their respective Principal Persons, employees and agents acting in such capacities have complied with all Foreign Asset Control Regulations, all applicable orders, rules and regulations of the OFAC and all applicable Corrupt Practices Laws in obtaining any consents, licenses, approvals, authorizations, rights, or privileges with respect to the Project and, otherwise, have conducted the Project in compliance with all Foreign Asset Control Regulations, all applicable orders, rules and regulations of the OFAC and all applicable Corrupt Practices Laws. Each Borrower Entity, each Borrower Entity Controlling Person and Southern Company has designed controls, including internal management and accounting controls, to enable such Person's compliance with all Corrupt Practices Laws, such controls are reasonable, and such Person has implemented such controls.

(g) Federal Agency Funds. No funds, personnel or property (tangible or intangible) of any federal agency, instrumentality, personnel or affiliated entity are expected to be used (directly or indirectly) through acquisitions, contracts, demonstrations, exchanges, grants, incentives, leases, procurements, sales, other transaction authority, or other arrangements, to support the Borrower's Undivided Interest or to obtain goods or services from the Borrower's Undivided Interest, except to the extent that the Borrower's Undivided Interest benefits from any exemption set forth in the Appropriations Act.

(h) Lobbying. In accordance with 31 U.S.C. § 1352, no proceeds of the Advances have been expended by the Borrower or any of its Affiliates to pay any Person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress (as defined for purposes of 31 U.S.C. § 1352), an officer or employee of Congress, or an employee of a Member of Congress.

(i) Service Provider and CCA Contractor.

(i) None of the Service Provider, the CCA Contractor, the CCA Guarantor or any of their respective ultimate parent companies, or the successors or assigns of any such Person, is identified as a Prohibited Person on the lists set forth in clauses (i) and (ii) of the definition of Prohibited Person.

(ii) In the Construction Completion Agreement, the CCA Contractor: (A) certified that at all times while the CCA Contractor is performing services under the Construction Completion Agreement that neither it nor its principals is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the transactions contemplated by the Construction Completion Agreement by any federal department or agency of the government of the United States of America, (B) agreed to provide immediate written notice to the Owners if the CCA Contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances, and (C) agreed that it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment, debarred, suspended, declared ineligible, or voluntarily excluded from participation in the covered transaction contemplated by the Construction Completion Agreement, unless authorized by the department or agency with which such transaction originated, and shall obtain a certification that the counterparty of any lower tier covered transaction for services under the Construction Completion Agreement is not debarred,

suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the covered transaction contemplated by the Construction Completion Agreement by any federal department or agency of the government of the United States of America.

(iii) In the Services Agreement, the Service Provider represented and warranted that it is not debarred, suspended or proposed for debarment to any department, agency or other division of the United States government.


5.25.	Insolvency Proceedings; Solvency.

(a) The Borrower is not the subject of any pending or, to the Borrower's Knowledge, threatened, Insolvency Proceedings.

(b) The Borrower is and, after giving effect to the requested Advance, will be solvent. For purposes of the preceding sentence, "solvent" means (a) the fair saleable value (on a going concern basis) of the Borrower's assets exceed its liabilities, contingent or otherwise, fairly valued, (b) the Borrower will be able to pay its debts as they become due and (c) upon paying its debts as they become due, the Borrower will not be left with unreasonably small capital as is necessary to satisfy all of its current and reasonably anticipated obligations.


5.26.	Use of Proceeds.

The Borrower has used and shall continue to use the proceeds of all Advances in accordance with the terms and conditions of all applicable Loan Documents.


5.27.	No Material Adverse Effect.

No event or condition has occurred since the date of the Financial Statements of the Borrower delivered pursuant to Section 4.1.6 that has or could reasonably be expected to have a material adverse effect on the business, properties or financial condition of the Borrower.


5.28.	Certain Program Requirements.

(a) Eligibility. The Project qualifies as an "Eligible Project" under Title XVII and is not a research, development, or demonstration project or a project that employs Commercial Technologies (as defined in the Applicable Regulations) in service in the United States.

(b) U.S. Nexus. The Project will be constructed and operated in the United States, employs new or significantly improved technology that has the potential to be replicated in other commercial projects in the United States, and such technology is or is likely to be available in the United States for further commercial application.

(c) Useful Life. The Maturity Date occurs prior to the end of 90% of the projected useful life of the Project's major physical assets, as calculated in accordance with GAAP.

(d) No Tax-Exempt Indebtedness. The FFB Credit Facility Commitment and the DOE Guaranteed Loan will not finance, either directly or indirectly, tax-exempt indebtedness obligations, consistent with the requirements of Section 149(b) of the Internal Revenue Code.


5.29.	No Omissions.

The statements and information pertaining to the Project, the Borrower's Undivided Interest or the Borrower contained in any Borrower Certificate, Loan Document or other document, report or written information that has been furnished by or on behalf of the Borrower to DOE, the Collateral Agent or any Independent Consultant (all such statements and information collectively, the "Disclosure Package"), taken together as a whole, are true and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made (or, with respect to any forward-looking statements or information contained in the Disclosure Package, such statements or information were prepared in good faith based on assumptions believed by the Borrower to be reasonable at the time prepared).


5.30.	DOE Approval of Construction Contract Replacements.

If either the Services Agreement or the Construction Completion Agreement has been terminated or rejected in an Insolvency Proceeding, replacement arrangements have been entered into and DOE has approved the documents, instruments, agreements or other arrangements issued or executed in replacement thereof.

ARTICLE 6
AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that until the Debt Termination Date, unless DOE waives compliance in writing:


6.1.	Information Covenants.

At its own expense the Borrower shall (except as otherwise provided in this Section 6.1 with respect to information made available for review through the Restricted Data Site) furnish or cause to be furnished the following items to DOE (x) in unalterable electronic format with a reproduction of the signatures where required, either (1) as an attachment via email or (2) through a confidential password-protected electronic data site that provides, each time a document is uploaded to the data site, prompt notification via email containing a link to such document, which email, in each of cases (1) and (2), shall provide a brief description of such document and a cross-reference to the provision(s) of this Agreement pursuant to which such document is required to be furnished, and (y) upon the reasonable request by DOE, in hard copy with sufficient copies for each Secured Party:

(a) Monthly Construction Progress Reports. Prior to Commercial Operation of the Second Unit, no later than thirty (30) days following the end of each month:

(i) an unredacted copy of the Borrower's monthly construction status report filed with the Georgia PSC (the "Georgia PSC Monthly Status Report") with respect to such month; provided, however, that if the Borrower determines that such unredacted copy contains confidential trade secret and proprietary information of the Service Provider or the CCA Contractor, then (A) such unredacted copy shall be provided via the Restricted Data Site, and (B) a copy that redacts only the confidential trade secret and proprietary information of the Service Provider or the CCA Contractor shall be provided to DOE and shall also be provided to the Lender's Engineer in electronic format; provided further that the redacted copy delivered pursuant to clause (B) shall contain a level of substantive information with respect to the Project that is substantially consistent with the level of substantive information contained in such Georgia PSC Monthly Status Reports delivered to DOE prior to the Guarantee Issuance Date;

(ii) an unredacted copy of the monthly project status report delivered to the Borrower pursuant to Section 5.5(a) (Monthly Status Reports) of the Services Agreement with respect to such month (the "Service Provider Monthly Reports") and the Monthly Status Report and any report provided pursuant to the Contractor Trend Program (as each such term is defined in the Construction Completion Agreement) delivered to the Borrower pursuant to Section 2.3 (Monthly Status Reports; Access to Information) and Section 2.21 (Control Program) of the Construction Completion Agreement (the "CCA Monthly Reports", together with the Service Provider Monthly Reports, the "Replacement EPC Arrangement Monthly Reports"), which reports shall be provided via the Restricted Data Site;

(iii) a copy of the Operator's monthly project report in the form delivered to the Owners (the "Southern Nuclear Monthly Report") with respect to such month; provided, however, that if the Borrower determines that such copy contains confidential trade secret and proprietary information of the Service Provider or the CCA Contractor, then such copy shall be provided via the Restricted Data Site;

(iv) a copy of the written materials delivered by the Owners' Agent to the Owners (other than the Borrower) in connection with any monthly project management board meeting, including any reports provided to the Owners pursuant to Section 5.7(c) of the Ownership Agreement (such written materials, the "Project Management Board Monthly Meeting Materials" and, together with the Replacement EPC Arrangement Monthly Report, the Southern Nuclear Monthly Report and the Georgia PSC Monthly Status Report, the "Monthly Construction Reports"), with respect to such month; provided, however, that if the Borrower determines that such copy contains confidential trade secret and proprietary information of the Service Provider or the CCA Contractor, then such copy shall be provided via the Restricted Data Site;

(v) the following (as well as the information in paragraphs (vii) through (xv) below) shall be included in one or more of the Monthly Construction Reports furnished to DOE each month (and in the case of (A) updated Construction Budgets, no less frequently than quarterly (it being understood and agreed that if a material change to the Construction Budget is made by the Borrower during any month, such change will be reported with the Monthly Construction Reports for such month) and (B) the performance metrics described in subparagraph (7) below, no less frequently than weekly); provided, however, that if the Borrower determines that any such information provided under this paragraph (v) or paragraphs (vi)

through (xv) contains confidential trade secret and proprietary information of the Service Provider or the CCA Contractor, then such information shall be provided via the Restricted Data Site:

(1) the status and progress of the development, planning, design, licensing (including the most recent licensing status report of the Operator), acquisition, construction, completion, startup and commissioning of each Unit, inclusive of the Owners' scope of services, including an updated critical path schedule;

(2) summary financial information regarding the construction of the Units, including an updated Construction Budget, Summary Project Milestone Schedule – Working Plan (such updates to include actual dates of completed milestones), Summary Project Milestone Schedule – Regulatory Based (such updates to include actual dates of completed milestones) and Project Milestone Schedule, inclusive of the Owners', Operator's, CCA Contractor's and the Service Provider's scope of services, along with an explanation of reasons for any change to or deviations from the most recent prior Construction Budget (including actual and projected uses of contingency) and Project Milestone Schedule;

(3) the most recent risk register identifying significant events or conditions that could affect the Project (including an estimate of potential expected monetary value);

(4) a listing of change orders formally requested in writing in addition to change orders approved by the Owners during such month, in each case, that, individually or in the aggregate, increases Project Costs by an amount equal to or greater than ten million Dollars ($10,000,000) or extends either the Summary Project Milestone Schedule – Working Plan or Summary Project Milestone Schedule – Regulatory Based by at least forty-five (45) days, and impact, if any, on the Construction Budget and the Summary Project Milestone Schedule – Regulatory Based;

(5) a log of changes approved by the Operator’s change control board and impact, if any, on the Construction Budget and Summary Project Milestone Schedule – Regulatory Based;

(6) a summary relating to completed Inspections, Tests, Analyses, and Acceptance Criteria (ITAACs), acceptance and startup tests, and performance tests with respect to the Project, except to the extent the Borrower is prohibited from providing such information under applicable requirements of the NRC;

(7) until mechanical completion of the Second Unit, metrics (including cost performance index and schedule performance index or, if no longer produced due to the phase of the Project, alternative similar metrics used to evaluate Project performance) providing information, as available, regarding the CCA

Contractor's, the Operator's and their respective subcontractors' performance with respect to cost, schedule, staffing levels and earned hours versus planned hours;

(8) metrics providing information regarding the Service Provider's performance with respect to the Service Provider's scope of work under the Services Agreement;

(9) as requested by DOE from time to time, earned value management system tracking information to the extent developed by the Borrower or the Operator; and

(10) other matters regarding the Project, including (1) disputes or litigation, (2) legislation or governmental proceedings, (3) delinquent payments under any Project Document, or (4) strikes, slowdowns or work stoppages, in each case, to the extent such other matters are material to the Construction Budget, the Summary Project Milestone Schedule – Regulatory Based or the ability of the Project to be completed or operated;

(vi) the Borrower agrees that representatives of the Borrower shall, at DOE's request, meet with the Lender's Engineer (and, if DOE requests, with representatives of DOE) on a mutually acceptable date (in person or telephonically) each month to discuss the most recent Replacement EPC Arrangement Monthly Reports and any other reports and information required to be provided pursuant to this Section 6.1(a). The Borrower shall use its commercially reasonable efforts to provide DOE and/or the Lender's Engineer with such additional information reasonably requested by DOE and/or the Lender's Engineer based on their review of the Monthly Construction Reports, and shall use its commercially reasonable efforts to address questions from DOE and/or the Lender's Engineer with respect to the performance of the Operator, CCA Contractor and the Service Provider;

(vii) notices to Owners or Governmental Authorities related to releases of Hazardous Materials and material violations of Environmental Law, in each case with respect to the Project;

(viii) in each case, to the extent such matters are material to the Construction Budget, the Summary Project Milestone Schedule – Regulatory Based or the ability of the Project to be completed or operated, (A) notice from the Owners to the CCA Contractor to stop work for convenience, (B) notice of expenditures equal to 25%, 50%, 75% and 100% of Contingency (as defined in the Construction Completion Agreement) or notice that the trend indicates that the Combined Construction Cost will be more than 101.5% of the Target Construction Cost (as each such term is defined in the Construction Completion Agreement), (C) notice that an Adjustment Event (as defined in the Construction Completion Agreement) has occurred, (D) notice of any NRC Change in Law (as defined in the Construction Completion Agreement), and (E) notices of disputes that are being submitted to the Dispute Resolution Board (as defined in the Construction Completion Agreement) or to arbitration;

(ix) notice of Mechanical Completion (as defined in the Construction Completion Agreement) and Final Completion (as defined in the Construction Completion Agreement);

(x) any material change to the Target Construction Cost, Earned Fee or Schedule Earned Fee (as each such term is defined in the Construction Completion Agreement);

(xi) a copy of the annually adjusted expected funding profile provided in accordance with Section 8.2.4 (Monthly Payment for Estimated Reimbursable Costs) of the Construction Completion Agreement;

(xii) a copy of any Recovery Plan (as defined in the Construction Completion Agreement);

(xiii) a listing of any data request submission packages received from the Georgia PSC during such month and, to the extent requested by DOE, the Borrower’s unredacted response to any written data request from the Georgia PSC staff with respect to the Project (provided via the Restricted Data Site as needed);

(xiv) an update on the status of any outstanding PAE; and

(xv) any information with respect to any Xxxxx-Xxxxx Action required to be reported on a monthly basis pursuant to Section 6.11(h)(iii).

(b) Operation Period Reporting.

(i) Plans and Budgets. Promptly following approval by the Nuclear Managing Board, a copy of each of the following with respect to each Unit:

(1) each Strategic Plan;

(2) each Fuel Plan;

(3) each Operation and Maintenance Budget (and the details of any deviations from the applicable Strategic Plan identified by the Operator to the Nuclear Managing Board);

(4) each New Investment Budget (and the details of any deviations from the applicable Strategic Plan identified by the Operator to the Nuclear Managing Board); and

(5) each Fuel Budget.

(ii) Formal Routine Information; Reports. Promptly following submission to the Owners, a copy of each of the following with respect to each Unit:

(1) Annual Energy Estimates. Each written energy estimate projecting the estimated generation for such Unit during the succeeding five calendar years in accordance with Section 5.1.1.1 of the Nuclear Managing Board Agreement;

(2) Annual and Monthly Benchmark Performance Data. (A) Annually, each comparison of the performance of such Unit relative to other similar units and plants in the United States and (B) monthly, each comparison of the performance of such Unit for the preceding month relative to the INPO performance index (both component and aggregate), in each case provided pursuant to Section 5.1.1.2 of the Nuclear Managing Board Agreement;

(3) Monthly Plant Budget Reports. Each report provided pursuant to Section 5.1.1.3 of the Nuclear Managing Board Agreement showing actual costs for operation and maintenance services, new investment services and fuel services at such Unit with comparisons to the respective budgets for such services; and

(4) Bimonthly Strategic Plan Reports. Each report provided pursuant to Section 5.1.1.4 of the Nuclear Managing Board Agreement showing actual performance for each Unit compared to goals and strategic objectives contained in the Strategic Plan for such Unit.

(iii) Formal Routine Information: INPO Evaluations and Assessments. To the extent permitted under applicable proprietary information agreements with INPO, the Borrower shall make available for review by DOE or any Independent Consultant during visits to the Project Facility the evaluations and assessments of each Unit by INPO, promptly after the Operator has made such evaluations and assessments available for review by the Owners pursuant to Section 5.1.1.5 of the Nuclear Managing Board Agreement.

(iv) Formal Routine Information: Upon Request. Upon request by DOE, a copy of any of the following:

(1) Audit Reports. Any financial or accounting reports concerning each Unit that are made available for review by the Owners pursuant to Section 5.1.1.7 of the Nuclear Managing Board Agreement, and that contain the results of audits by or for the Borrower, the Operator, Southern Company Services, Inc. or any affiliate of Southern Company, for any Owner or its Affiliates, or by any regulatory agency;

(2) Correspondence to and from NRC. Any correspondence to or from the NRC concerning each Unit that is available to the Owners pursuant to Section 5.1.1.8 of the Nuclear Managing Board Agreement; and

(3) Correspondence to and from Georgia Environmental Protection Division. Any correspondence to or from the Georgia Environmental Protection Division concerning each Unit that is available to the Owners pursuant to Section 5.1.1.9 of the Nuclear Managing Board Agreement.

(v) Formal Routine Information: Minutes of Meetings with the Nuclear Managing Board. Promptly following approval by the Nuclear Managing Board in accordance with Section 2.7 of the Nuclear Managing Board Agreement, a copy of the minutes of each Nuclear Managing Board meeting that refer to matters concerning either or both Units.

(vi) Formal Non-routine Information.

(1) Changes to Operator's Organizational Structure. Promptly following submission to the Owners or the Operator (as applicable) pursuant to Section 5.1.2.2 of the Nuclear Managing Board Agreement, a copy of any material information reported by the Operator to the Owners regarding any change to the organizational structure of the Operator to the extent that such change has a material effect on the Operator's personnel who are dedicated to each Unit; and

(2) Changes in Key Plant Personnel. Promptly following submission to the Owners or the Operator (as applicable) pursuant to Section 5.1.2.3 of the Nuclear Managing Board Agreement, a copy of any material information reported by the Operator to the Owners regarding the replacement of (A) the individual occupying the position of General Manager of each Unit, and the successors of such replacement, and (B) any officer of the Operator having responsibility for each Unit, and the successors of such replacement.

(c) Quarterly Financial Statements and Reports. Not later than fifty (50) days after the end of each fiscal quarter of each Fiscal Year, (other than with respect to the fourth quarter of each Fiscal Year) unaudited Financial Statements and reports of the Borrower as at the end of such quarterly period.

(d) Annual Financial Statements and Reports. Not later than one hundred five (105) days after the end of each Fiscal Year:

(i) audited Financial Statements of the Borrower as at the end of such Fiscal Year, including the related report or reports of the Borrower's Accountant; and

(ii) a discussion and analysis by the management of the Borrower of the Borrower's business and operations at the end of such Fiscal Year (which, at any time the Borrower is subject to the reporting requirements of the Exchange Act, may be satisfied by delivery of the Management's Discussion and Analysis of Financial Condition and Results of Operation filed with the Securities and Exchange Commission).

(e) Certification by Financial Officer. Each time Financial Statements of the Borrower are delivered pursuant to clauses (c) and (d)(i) of this Section 6.1, such Financial Statements shall be certified by a Financial Officer of the Borrower as having been prepared in accordance with GAAP on a consistent basis and as fairly presenting in all material respects the financial condition of the Borrower as of the date thereof and the results of operations and cash flows of the Borrower for the periods presented. Such certification shall also include a certification that no Event of Default, Potential Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event exists, or if such certification cannot be made, the nature

and period of existence of each such Event of Default, Potential Default, Mandatory Prepayment Event and Potential Mandatory Prepayment Event and what corrective action the Borrower has taken or proposes to take with respect thereto.

(f) Borrower Base Case Projections. So long as any amount of the DOE Guaranteed Loan remains outstanding, not later than one hundred twenty (120) days after the end of each Fiscal Year, updated Borrower Base Case Projections and a summary of the underlying assumptions and explanations thereto.

(g) Reporting Obligations; 5 Business Day Notices. Promptly, but in any event within five (5) Business Days (except as provided in clause (vii) of this Section 6.1(g)), in each case after the Borrower obtains Knowledge thereof:

(i) notice of any event that constitutes an Event of Default, Potential Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event, specifying the nature thereof, together with a Borrower Certificate indicating any steps the Borrower has taken or proposes to take to remedy the same;

(ii) notice of the occurrence of any event, condition, legislation or governmental proceedings and any developments with respect to the foregoing, with respect to the Borrower or the Operator or their participation in the Project, in each case that has had, or could reasonably be expected to have, a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or operated;

(iii) notice of the occurrence of any event, condition, legislation or governmental proceedings and any developments with respect to the foregoing, with respect to the Borrower or the Operator or their participation in the Project, in each case that has resulted in, or the Borrower believes will result in, Public Inquiries;

(iv) notice and a copy of any of the following communications received by the Borrower or the Operator from the NRC: (1) notice of a potential violation of severity level III or higher (or its equivalent level in subsequent versions of the NRC Enforcement Policy); (2) Red, Yellow or White NRC Inspection Finding (or its equivalent in subsequent versions of the Reactor Oversight Policy); (3) notice to stop work or shut down or show cause; (4) Demand for Information under 10 CFR § 50.54(f) or 10 CFR § 2.204; or (5) any other immediately effective, unilateral docket-specific non-routine communication requiring action by any licensee with respect to the Project, except, in each case, to the extent the Borrower or the Operator is prohibited from doing so by Governmental Rule;

(v) notice of:

(1) any complaint, order, directive, claim, citation, designation or notice by any Governmental Authority with respect to the Project received by the Borrower or the Operator relating to any actual or potential material non-compliance with its then-existing obligations under Environmental Laws; and

(2) within thirty (30) days after notice is provided pursuant to clause (1) of this Section 6.1(g)(v), the Borrower shall provide to DOE a written

description of any steps the Borrower or the Operator is taking and proposes to take with respect to the matters described in such notice;

(vi) notice and a copy of any stop work order issued by the Borrower or the Operator to the CCA Contractor with respect to any work on the Project (other than any suspension of work for convenience for which advance notice has been provided under Section 6.12);

(vii) any item required to be delivered by the Borrower pursuant to Section 6.11(h)(ii) or Section 6.11(h)(iv), in each case subject to the time for delivery provided therein;

(viii) notice of the occurrence of any PAE;

(ix) notice of any vote by the Owners related to a PAE;

(x) copies of any written correspondence issued to the CCA Contractor or Service Provider pursuant to Article 39 (Notices) of the Construction Completion Agreement or Article 15 (Contract Administration Notices) of the Services Agreement, respectively, regarding ability to perform under such agreements or directing or requesting action to improve performance under the Construction Completion Agreement or the Services Agreement, respectively, with ‎respect to adherence to construction budget or schedule;

(xi) notice and a copy of any change to the Borrower's credit rating or credit rating outlook published by S&P, Xxxxx'x or Fitch;

(xii) copies of any written correspondence or other documents delivered or received pursuant to the Funding Agreement or any exercise of rights under Section 7.11 (Alternative Contribution Percentages) of the Ownership Agreement; and

(xiii) notice of GPC exercising to cancel the Project under Sections 5.3(b) (Standards of Conduct) or 7.11(c)(iii) (Alternative Contribution Percentages) of the Ownership Agreement or Section 3.8 (Cancellation) of the Development Agreement), which notice shall be deemed to be a Project Termination Notice under Section 2.08 of the Owners Direct Agreement and shall comply with advance notice requirements thereunder;

provided, however, that if the Borrower determines that any notice or other document required to be delivered pursuant to this Section 6.1(g) (other than any item required to be delivered pursuant to Section 6.11(h)(iv)) contains confidential trade secret or proprietary information of the Service Provider or the CCA Contractor, then such notice or document shall be provided via the Restricted Data Site.

(h) Governmental and Environmental Indemnity Claims and Reports.

(i) Simultaneously with or promptly following any notification or report to the NRC with respect to (A) any event or condition required to be reported to the NRC within seven days or less under 10 CFR Part 73 (each such event, a "Safeguards Event") or (B) any accident related to the Project having a material and adverse impact on the environment or on human health (including any accident resulting in the loss of life), notice of such Safeguards

Event accident, notification or report, and, within ten (10) days thereafter, a copy of such notification or report and, to the extent not included in the notification or report to the NRC, a report describing such Safeguards Event or accident, the impact of such Safeguards Event or accident and the remedial efforts required and (as and when taken) implemented with respect thereto, provided that the Borrower shall not be required to disclose any information pursuant to this clause (i) to the extent it is prohibited from doing so by Governmental Rule or to the extent such information otherwise is security-related sensitive information that is not ordinarily disclosed to the public under standard nuclear operating practices;

(ii) within one hundred five (105) days after the close of each Fiscal Year, a report, satisfactory to DOE in its reasonable discretion, summarizing any notices received by the Borrower (or on behalf of the Borrower) or the Operator with respect to any material alleged or actual violations of Environmental Laws or Required Consents in connection with the Project over the preceding year, with sufficient information (as determined by DOE) to allow DOE to monitor the Project's performance with respect to the contest of such alleged violations and the cure of such actual violations and its compliance with Environmental Laws and Required Consents and including a narrative summary of (A) the results of environmental monitoring or sampling activity and (B) any violations of Environmental Laws or Required Consents identified by any Governmental Authority and any remedial action taken with respect thereto and a description of any steps the Borrower or the Operator is taking and proposes to take with respect thereto; provided that the Borrower shall not be required to disclose information in such report to the extent it is prohibited from doing so by Governmental Rule.

(i) Safety Audit Reports. Within ten (10) days after any such report is submitted, a copy of any safety audit report with respect to the Project submitted by the Borrower (or on behalf of the Borrower) or the Operator to any Governmental Authority; provided that the Borrower shall not be required to disclose information in any such report to the extent it is prohibited from doing so by Governmental Rule.

(j) Exchange Reports and Filings. Promptly following transmission thereof, copies of all financial information, statutory audits, proxy materials and other information and periodic reports, if any, which the Borrower has delivered to the Securities and Exchange Commission or any successor regulatory authority.

(k) Insurance Certificates. Certificates of insurance (and, if requested by DOE, certified copies of any insurance policies) evidencing the Required Insurance in accordance with, and at the times required by, Schedule 6.3.

(l) Additional Monthly Reporting; Project Documents, Required Consents, Casualty Damages, Authorized Officials. No later than thirty (30) days following the end of each month, the Borrower shall provide DOE with:

(i) an up-to-date list of all Additional Project Documents, together with a copy of each Additional Project Document (which copy, in the case of any Fuel Supply Agreement or the BEACON Software Agreement (if any), shall be provided via the Restricted Data Site) entered into during such month (unless, in each case, there have been no changes since the end of the preceding month, in which case the Borrower shall state the same);

(ii) an up-to-date list of all Required Consents including an updated schedule reflecting the status of such Required Consents (unless there have been no changes during such month, in which case the Borrower shall state the same) and promptly following DOE's request, a copy of any Required Consent in such list that has been obtained;

(iii) a list of (A) any termination, amendment or material waiver or breach of, or material notices and material correspondence with respect to, any Project Document (other than the Services Agreement, the IP License, the Triggering Event IP License, the Construction Completion Agreement, the Westinghouse License Agreement, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement or the BEACON Software Agreement (if any)) or Required Consent during such month, and (B) promptly following DOE's request, a copy of any of the foregoing or any agreement, instrument or other document giving effect to any of the foregoing;

(iv) a list of (A) any termination, amendment or material waiver or breach of, or material notices and material correspondence with respect to, the Services Agreement, the IP License, the Triggering Event IP License, the Construction Completion Agreement, the Toshiba Settlement Agreement, the Toshiba Guarantee, the Westinghouse License Agreement, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement or the BEACON Software Agreement (if any) during such month, and (B) promptly following DOE's request, a copy of any of the foregoing or any agreement, instrument or other document giving effect to any of the foregoing, which copy shall be provided via the Restricted Data Site;

(v) notice of any material changes in any Required Insurance with respect to the Project, including any proposed material changes to the Required Insurance that have been accepted by the Borrower and the provider of such Required Insurance but that have yet to become effective;

(vi) notice of any challenges to or appeals of any of the COLs filed with any Governmental Authority, and notice of any additional conditions to any of the COLs imposed since the last report under this Section 6.1(l)(vi) that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or operated.

(vii) (A) notice of any correspondence to or from the NRC that identifies an event, condition or other matters that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or operated, and (B) promptly following DOE's request, delivery of a copy of any of the foregoing notices or correspondence except to the extent that the Borrower is prohibited from doing so by Governmental Rule;

(viii) notice of any report filed by the Borrower or the Operator (or, if the Borrower as Owners' Agent receives a copy or notice thereof, by any Construction Contractor, Fuel Supply Contractor or Fuel Disposal Contractor) with any Governmental Authority other than the NRC that identifies an event, condition or other matters that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be completed or operated, and (B) promptly following DOE's request, delivery of a

copy of any such report except to the extent that the Borrower is prohibited from doing so by Governmental Rule;

(ix) notice of any material casualty damages or losses with respect to the Project during such month; and

(x) notice of any change in the Authorized Officials of the Borrower, together with an amended incumbency certificate of the Borrower reflecting such change and including certified specimen signatures of any new Person so appointed and satisfactory evidence of the authority of such Person.

(m) Georgia PSC Filings and Orders. Promptly following the transmission or filing thereof, copies of the following, in each case in unredacted nonpublic form:

(i) each Construction Monitoring Report filed by the Borrower with the Georgia PSC (if the Borrower determines that any such Construction Monitoring Report contains confidential trade secret and proprietary information of the Service Provider or the CCA Contractor, then such copy shall be provided via the Restricted Data Site), each procedural and scheduling order of the Georgia PSC with respect thereto, and each order of the Georgia PSC approving, denying or modifying each such Construction Monitoring Report, or approving or modifying any proposed revisions to the certificate granted pursuant to Official Code of Georgia Annotated 46-3A-1 through 46-3A-11;

(ii) each NCCR Tariff filed by the Borrower with the Georgia PSC, and each order of the Georgia PSC approving, denying or modifying each such NCCR Tariff;

(iii) each application for financing authority filed by the Borrower pursuant to Official Code of Georgia Annotated, 46-2-28, and each order of the Georgia PSC approving, denying or modifying each such application and each subsequent filing of the Borrower with the Georgia PSC with respect to each such application showing schedules of outstanding securities and financings of the Borrower;

(iv) any petition or proceeding seeking revocation, modification or disallowance of any expenditures that have been verified by the Georgia PSC under the semi-annual (or other such period required by the Georgia PSC) construction monitoring report proceedings;

(v) any petition or proceeding seeking reexamination, modification or revocation of the certificate granted pursuant to Official Code of Georgia Annotated 46-3A-1 through 46-3A-11;

(vi) any petition or proceeding initiating a general rate case for the Borrower and all orders entered in such proceedings; and

(vii) any petition or proceeding seeking judicial review of Georgia PSC orders under the semi-annual (or other such period required by the Georgia PSC) construction monitoring report proceedings and all orders entered in such proceedings.

(n) Other Information. As soon as reasonably available through the use of commercially reasonable efforts by the Borrower or the Operator, as applicable, following such request, such other information or documents reasonably related to the Project or the Borrower's obligations under the Loan Documents as DOE or any Independent Consultant may reasonably request.

(o) Information Made Available.

(i) (A) The information that will be made available to DOE from and after the date hereof is as set forth in the Loan Documents, and (B) such information will be made publicly available to the extent required by applicable federal law; and

(ii) The Borrower acknowledges that (A) prior to the date hereof it made available to DOE information (including correspondence, books, documents, papers and records) in connection with the pre-application, the Application, the negotiation and execution of the Conditional Commitment, and the negotiation and execution of this Agreement and the other Loan Documents, and (B) such information will be made publicly available to the extent required by applicable federal law.

(p) Restricted Data Site.

(i) At all times, the Borrower shall maintain the Restricted Data Site and ensure that complete, unredacted electronic copies of the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement (if any), all Georgia PSC Monthly Status Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(i), all Replacement EPC Arrangement Monthly Reports required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(ii), all Project Management Board Monthly Meeting Materials that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iv), all Southern Nuclear Monthly Reports that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iii), each Project Milestone Schedule that is required to be made available on the Restricted Data Site pursuant to Section 6.1(a)(v)(2) and all notices and other documents that are required to be made available via the Restricted Data Site pursuant to Section 4.1.5, Section 4.2.2, Section 6.1(a)(v) through Section 6.1(a)(xv), Section 6.1(g), Section 6.1(l)(i) or (iv) or Section 6.1(m)(i), are available on the Restricted Data Site for review (but not downloading or printing) from time to time by (A) employees of DOE, and (B) attorneys with DOE's outside legal counsel, Norton Xxxx Xxxxxxxxx US LLP, and nuclear regulatory specialist attorneys with DOE's outside legal counsel for nuclear regulatory matters, Hunton Xxxxxxx Xxxxx LLP, in each case on a need to know and use basis solely for the purpose of monitoring the Project in connection with their work in relation to the DOE Guaranteed Loans of Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that access by attorneys described in clause (B) of this Section 6.1(p)(i) shall be limited to the EPC Contract, the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Toshiba Guarantee, the Xxxx Guarantee, the Software License, the Westinghouse Fuel Assembly Agreement, any other Fuel Supply Agreement, the Westinghouse License Agreement, the BEACON Software Agreement

(if any) and any notices and other documents required to be provided via the Restricted Data Site pursuant to Section 4.1.5, Section 4.2.2, Section 6.1(a)(v) through Section 6.1(a)(xv), Section 6.1(g) or Section 6.1(l)(i) or (iv), and provided further, that such access shall be subject to each such law firm and each such individual attorney being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-1. In addition, access to the Restricted Data Site shall be further conditioned on each such firm acting as outside legal counsel to DOE, including each employee of such firm or company, not being a "competitor of Westinghouse" (as defined in Exhibit L-3). Notwithstanding the foregoing, any such reports or other documents to be provided on the Restricted Data Site, to the extent such documents contain sensitive or protected information of the CCA Contractor's or the Service Provider's employees or other personnel working on the Project, may have such sensitive or protected information redacted.

(ii) With respect to any report or other document required to be made available on the Restricted Data Site, the Borrower shall also make such report or other document available in its offices for review by employees of the Lender's Engineer, on a need to know and use basis solely for the purpose of monitoring the Project and the DOE Guaranteed Loans of Borrower (and not with respect to any DOE guaranteed loans not related to the Project); provided, that such access shall be subject to the Lender's Engineer and each employee of the Lender's Engineer being granted such access, executing and delivering to the Borrower a nondisclosure agreement in the form attached hereto as Exhibit L-2; provided that no additional nondisclosure agreement shall be required for the Lender's Engineer or any of its employees who executed a nondisclosure agreement pursuant to Section 6.1(p) of the Original Loan Guarantee Agreement. In addition, access to the Restricted Data Site shall be further conditioned on such company acting as Lender's Engineer, including each employee of such company, not being a "competitor of Westinghouse" (as defined in Exhibit L-3), provided that such condition shall not apply to MPR Associates, Inc. or any of its employees, notwithstanding that it may be a "competitor of Westinghouse". Notwithstanding the foregoing, to the extent any such reports or other documents to be made available in the Borrower's office for review by the Lender's Engineer contain:

(A) Protected Information or CCA Protected Information, such reports or other documents may have such Protected Information or CCA Protected Information redacted; provided that, notwithstanding any such redaction, the Monthly Construction Reports made available for review by the Lender's Engineer shall contain a level of substantive information with respect to the Project that is substantially consistent with the level of substantive information contained in such Monthly Construction Reports delivered or made available to the Lender's Engineer prior to the Guarantee Issuance Date; provided further, that in the event DOE notifies the Borrower that DOE requires the Lender's Engineer to review any such redacted information on the grounds that disclosure of such information to Lender's Engineer is necessary in connection with the administration, preservation, protection or enforcement of any of the Loan Documents, or of any Secured Party's rights thereunder or in connection therewith, GPC agrees that it will seek disclosure of such redacted information from the Service Provider or the CCA Contractor (as applicable), in the same manner and based on the same principles as would apply in connection with a

request by the Owners to the Service Provider for disclosure of Service Provider Non-Disclosable Information (as defined in the Services Agreement) pursuant to Section 14.5 of the Services Agreement or to the CCA Contractor for disclosure of CCA Protected Information pursuant to Section 22.2 of the Construction Completion Agreement. To the extent that the Borrower obtains permission from the Service Provider or the CCA Contractor (as applicable) to disclose such redacted information through its exercise of the procedures set forth in Section 14.5 of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable), the redacted information shall be made available by the Borrower to the Lender's Engineer in the same manner and under the same conditions as the same redacted information has been made available by the Service Provider or the CCA Contractor (as applicable) to the Borrower in accordance with the procedures set forth in Section 14.5 of the Services Agreement or Section 22.2 of the Construction Completion Agreement (as applicable); and

(B) sensitive or protected information of the Service Provider's or the CCA Contractor's employees or other personnel working on the Project, such reports or other documents may have such sensitive or protected information redacted.

(iii) Notwithstanding anything in Section 4.1.2(b), 4.1.5, 4.2.2, 6.1(a), 6.1(g), 6.1(l)(i) or (iv) or 6.1(m)(i) to the contrary, at DOE's request:

(1) the Borrower shall grant access to the Restricted Data Site on a need to know basis to any of the following Persons identified by DOE to the Borrower in writing (other than any such Person, including the employees and advisors of such Person, that is a "competitor of Westinghouse" (as such term is defined in Exhibit L-3):

(A) following notice from DOE to the Borrower that an Event of Default has occurred and is continuing, any potential transferee of the Borrower's Undivided Interest; or

(B) following receipt by DOE of a "Project Termination Notice" (as defined in the Owners Direct Agreement), any potential transferee of (x) the rights and obligations of any Owner under the Construction Completion Agreement or the Services Agreement (as applicable) or (y) the "Ownership Interest" (as defined in the Ownership Agreement) of any Owner; and

provided, that, such access shall be conditioned upon: (i) DOE providing notice to the Borrower of the identity of any potential transferee(s) not less than five (5) Business Days prior to providing access to such potential transferee(s) such that the Borrower may notify the Service Provider or the CCA Contractor (as applicable) and object to providing information to such potential transferee(s) if provision of

information to such potential transferee(s) would be in violation of this Section 6.1(p)(ii); and (ii) the execution and delivery by such Person, including each employee or advisor of such Person granted such access on a need to know basis of a nondisclosure agreement in a form acceptable to the Service Provider or the CCA Contractor, with such acceptance not to be unreasonably withheld;

(2) the Borrower shall promptly provide to DOE complete, unredacted hard copies of the Services Agreement, the Facility Licenses, the Construction Completion Agreement, the Westinghouse Fuel Assembly Agreement, the Westinghouse License Agreement, the Software License, the BEACON Software Agreement (if any), any of the Replacement EPC Arrangement Monthly Reports, or any of the Project Management Board Monthly Meeting Materials and Southern Nuclear Monthly Reports described in clause (i) of this Section 6.1(p), (i) following receipt of notice from DOE that it intends to exercise any of its rights and remedies in connection with an Event of Default that has occurred and is continuing, (ii) following delivery of a Project Termination Notice, (iii) as DOE may require in order to comply with any Governmental Rule or Governmental Judgment (including any subpoena), or (iv) as required to respond to, defend or evaluate any action, claim, suit, litigation, proceeding or governmental investigation or inquiry to which DOE is a party.

(q) Compliance Program Reporting. No later than one hundred five (105) days after the end of each Fiscal Year and sixty (60) days after the end of the second fiscal quarter of each Fiscal Year, or as otherwise as reasonably requested by DOE, a Compliance Program Certificate.


6.2.	Books, Records and Inspections; Accounting and Auditing Matters.

(a) The Borrower shall keep complete and accurate books and records of its transactions in accordance with accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves). The Borrower shall keep such books and records concerning the Project as are necessary to facilitate an effective and accurate audit and performance evaluation of the Borrower, the Borrower's Undivided Interest and the Project as required in Section 609.17 of the Applicable Regulations.

(b) Each set of Financial Statements of the Borrower delivered hereunder shall be prepared in accordance with GAAP consistently applied except to the extent that there have been any changes to such accounting principles or the application thereof noted in such Financial Statements and all financial records of the Borrower shall be maintained at the principal executive office of the Borrower.

(c) The Borrower shall consult with and cooperate with DOE with regards to DOE's monitoring of the Borrower, the Borrower's Undivided Interest and the Project and audit, examination and inspection of the books and records of the Borrower, the Borrower's Undivided Interest and the Project as provided in the Applicable Regulations, and in furtherance thereof (i) shall permit officers and designated representatives of DOE, its agents, the Comptroller General and the Independent Consultants to visit and inspect the Project Facility and any ancillary

facilities upon reasonable notice and at reasonable times during normal business hours, subject to the rules and regulations of the NRC and to the reasonable direction of senior plant management, (ii) shall provide to officers and designated representatives of DOE, its agents, the Comptroller General and the Independent Consultants access to any pertinent books, documents, papers and records of the Borrower including those with respect to the Project, to the extent in the possession of the Borrower or reasonably obtainable by the Borrower, for the purpose of audit, examination, inspection and monitoring upon reasonable notice and at reasonable times during normal business hours, to examine and discuss the Project and the affairs, finances and accounts of the Borrower with the representatives of the Borrower, (iii) shall afford proper facilities for such inspection and shall make copies (at the Borrower's expense) of any records that are subject to such inspection, and (iv) shall require the Operator to make available to DOE, its agents, the Comptroller General and the Independent Consultants the same rights of inspection and access to its books and records that the Operator makes available to the Owners; provided that the Operator shall not be required to disclose the information in such books and records to the extent it is prohibited from doing so by Governmental Rule.

(d) If at any time the Borrower is no longer subject to the periodic reporting requirements of the Exchange Act, the Borrower shall appoint and maintain a firm of independent public accountants of recognized standing in the U.S. as accountants for the Borrower.

(e) The Borrower shall retain all records relating to expenditures with respect to which Advances were made until the later of (x) the date that is five (5) years after the Advance was made with respect to such expenditure and (y) Commercial Operation of the Second Unit.

(f) The Borrower shall, upon the request of DOE, (i) exercise its right pursuant to Section 5.6 (Management Audit; Access to Records) of the Ownership Agreement to conduct management audits of Owners' Agent's performance in respect of the Project or (ii) exercise its right pursuant to Section 7.8 (Cost Audits) of the Ownership Agreement to conduct audits of costs charged to and paid by the Borrower pursuant to the Ownership Agreement, provided that the references to the Sections of the Ownership Agreement contained in this Section 6.2(f) refer to such sections without regard to any amendments thereto after the date of this Agreement.


6.3.	Maintenance of Insurance.

The Borrower shall keep the Borrower's Undivided Interest insured in accordance with normal nuclear industry practices (provided that such insurance coverage is available on commercially reasonable terms, conditions and price) in accordance with the terms and provisions described on Schedule 6.3. The Borrower shall obtain and maintain Required Insurance and shall pursue any contractual remedies to cause other Persons required to provide Required Insurance pursuant to their respective Project Documents, including any Construction Contractor and the Operator, to obtain and maintain such Required Insurance, or alternate coverage as provided for on Schedule 6.3 as required pursuant to their respective Project Documents, as the case may be.


6.4.	Maintenance of Existence.

The Borrower shall maintain and preserve its existence as a corporation organized and existing under the laws of the State of Georgia, subject to permitted mergers and sales of substantially all assets that do not constitute an Event of Default under Section 8.1(f).


6.5.	Construction and Operation of Project.

The Borrower shall construct and operate the Project, or cause the Project to be constructed and operated, in each case in accordance with the Required Consents (including the COLs) and any Governmental Rules and other directions or instructions issued or provided by the NRC with respect to the Project unless, with respect to any noncompliance with any such Required Consents, Governmental Rules and other directions or instructions, the Borrower is diligently working to cure the noncompliance through appropriate regulatory procedures or to obtain a necessary amendment to such Required Consent.


6.6.	Use of Proceeds.

The Borrower shall use the proceeds of all Advances in accordance with the terms and conditions of all applicable Loan Documents.


6.7.	Maintenance of Liens and Collateral.

The Borrower shall establish, maintain, preserve, protect and continue the validity, perfection and first priority of the Liens of the Security Documents subject to Permitted Liens and the provisions of the Deed to Secure Debt at all times until the Debt Termination Date.


6.8.	Creation and Perfection of Security Interests; Additional Documents; Filings and Recordings.

(a) The Borrower shall execute and deliver, from time to time as reasonably requested by DOE or the Collateral Agent at the Borrower's expense, such other documents and instruments as shall be necessary or advisable or that DOE or the Collateral Agent may reasonably request in connection with the rights and remedies of DOE and the Collateral Agent granted or provided for by the Loan Documents, and to consummate the transactions contemplated therein.

(b) The Borrower shall, at its own expense, take all actions that have been or shall be reasonably requested by DOE or the Collateral Agent or that the Borrower knows are necessary to establish, maintain, preserve, protect or continue the validity, perfection or priority of the first priority (subject to Permitted Liens) Liens of the Secured Parties created by the Security Documents and shall furnish to DOE timely notice of the necessity of any such action, together with such instruments, in execution form, and such other information as may be required or reasonably requested to enable any appropriate Secured Party to effect any such action. Without limiting the generality of the foregoing, the Borrower shall, at its own expense, (A) execute or cause to be executed and shall file or cause to be filed or register or cause to be registered and record or cause to be recorded all documents (including financing statements, continuation statements, fixture filings and mortgages or deeds of trust) and pay all fees, Taxes and Periodic Expenses in connection therewith, in all places necessary or advisable (in the reasonable opinion of counsel for DOE or the Collateral Agent) to establish, maintain, preserve, protect or continue

the validity, perfection or priority of such Liens and in all other places that DOE or the Collateral Agent shall reasonably request, (B) discharge all other Liens (other than Permitted Liens), (C) deliver or publish all notices to third parties that may be required to establish, maintain, preserve, protect or continue the validity, perfection or priority (subject to Permitted Liens) of any Lien created pursuant to the Security Documents and (D) cause to be delivered to DOE such opinions of counsel and other related documents as may be reasonably requested by DOE or the Collateral Agent to assure compliance with this Section 6.8.

(c) If the Borrower shall at any time acquire any interest in any Collateral that is not covered by the Security Documents or the Lien created thereby, the Borrower shall promptly notify DOE of such interest and, to the extent requested by DOE, shall promptly (i) execute, deliver and record a supplement to the Security Documents, satisfactory in form and substance to DOE and (ii) establish and perfect a first priority (subject to Permitted Liens) Lien of the Secured Parties in each such interest.

(d) If at any time any Additional Project Document shall be entered into by the Borrower, the Owners' Agent (if the Owners' Agent is acting on behalf of and would bind the Borrower) or the Operator in connection with the Project, the Borrower shall promptly notify DOE of such Additional Project Document and (i) in the case of an Additional Project Document that (A) creates, terminates, replaces or otherwise modifies any IP Interest, or (B) is entered into in connection with any lease financing of nuclear fuel for the Project, the Borrower shall promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document, unless, in the case of subclause (A) above, where the Borrower's failure to own or hold all or any part of such IP Interest could not reasonably be expected to result in a material adverse effect on the ability of the Project to be completed or operated, or to be conveyed or disposed of; or (ii) in the case of any Additional Project Document other than an Additional Project Document described in subclause (i) above, the Borrower shall, to the extent requested by DOE, use its reasonable best efforts to promptly deliver to the Secured Parties a Direct Agreement in substantially the form attached hereto as Exhibit K with respect to such Additional Project Document.

(e) Without limiting the generality of the foregoing, as soon as practicable after Commercial Operation with respect to each Unit, the Borrower shall (i) provide DOE with a copy of all descriptions provided to the Owners pursuant to Section 4.9(c) of the Ownership Agreement of the Additional Unit Properties setting forth in reasonable detail the facilities, equipment and other property and rights then constituting such applicable Additional Unit Property, including all property (including a metes and bounds description of the Identified Sites (as defined in the Ownership Agreement)), real or personal, and rights therein jointly paid for under the Ownership Agreement and (ii) if requested by DOE, enter into an amendment to the Deed to Secure Debt to revise the description of the collateral in accordance with the updated description.


6.9.	Acceptance, Startup and Testing.

(a) As soon as available, the Borrower shall provide to DOE a schedule setting forth the anticipated dates of startup and testing of the Project Facility, or any part thereof, pursuant to

the Project Documents, and, from time to time promptly following any changes to the information in such schedule, shall provide to DOE an updated schedule reflecting such changes.

(b) The Borrower shall provide, or cause to be provided, prior notice to DOE and the Lender's Engineer that is reasonable under the circumstances of startup and testing of the Project Facility pursuant to the Project Documents, and shall allow the Lender's Engineer or DOE or both to attend and witness such startup and testing, in all cases subject to the requirements of the NRC and to the reasonable direction of senior plant management.

(c) At the request of DOE, the Borrower shall provide DOE and the Lender's Engineer with access to and copies of any data or reports received by the Borrower in connection with any of the startup and other testing of the Project Facility provided that the Borrower shall not be required to disclose the information in such data or reports to the extent it is prohibited from doing so by Governmental Rule.


6.10.	Technology.

(a) The Borrower shall not take any action that would in any way prevent it or the Operator from exercising the IP Interests that have vested to the Borrower or the Operator under the IP Agreements, or that would otherwise materially conflict with or adversely affect the IP Interests that have vested to the Borrower or the Operator under the IP Agreements. With respect to all other IP Interests that have been granted, but have not yet vested to the Borrower or the Operator under the IP Agreements, the Borrower shall use reasonable best efforts to not take any action that would in any way prevent it or the Operator from exercising such IP Interests or that would otherwise materially conflict with or adversely affect such IP Interests.

(b) The Borrower shall take all commercially reasonable actions necessary to maintain and protect the IP Interest granted to it under the IP Agreements, including (i) protecting the secrecy and confidentiality of all confidential information and trade secrets having material value by establishing and taking commercially reasonable actions to enforce a policy requiring all current and former employees, consultants, licensees, vendors and contractors who will be provided access to such Technology and Intellectual Property Rights to execute appropriate confidentiality agreements; and (ii) taking all other commercially reasonable actions necessary to maintain the secrecy of all Technology and Intellectual Property Rights that are trade secrets having a material value.

(c) If the Borrower obtains Knowledge of any breach or violation of any of the terms or conditions of the IP Agreements by a third Person, and such breach or violation is reasonably likely to prevent Borrower or the Operator from exercising the IP Interest granted to any of them under the IP Agreements, or that would otherwise materially conflict with or adversely affect the IP Interest granted to any of them under the IP Agreements, then the Borrower shall promptly take or request the Owners' Agent or the Operator to take, such commercially reasonable actions under the IP Agreements to protect the rights granted to the Borrower or the Operator, including, for example, suing for an injunction against such violation or breach and posting any bond in conjunction therewith.

(d) None of the provisions of this Section 6.10 shall in any way prohibit the Borrower from terminating the Services Agreement or the Construction Completion Agreement and the related IP Agreements in accordance with the requirements of Section 2.08 of the Owners Direct Agreement.


6.11.	Compliance with Certain U.S. Government Requirements.

(a) Lobbying Requirements. The Borrower shall comply with all requirements of 31 U.S.C. §1352, including: (i) if any funds have been paid or will be paid to any Person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress (as defined for purposes of 31 U.S.C. §1352), an officer or employee of Congress, or an employee of a Member of Congress in connection with the DOE Guaranteed Loan, the Borrower shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and (ii) no proceeds of the Advances will be expended to pay any Person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress.

(b) Use of U.S. Government Funds. The Borrower shall not use funds obtained from the U.S. Government, or from a loan or other instrument guaranteed by the U.S. Government, for the payment of Credit Subsidy Costs, administrative fees, or other fees charged by or paid to DOE relating to the Applicable Regulations, except to the extent explicitly authorized by an act of Congress.

(d) Prohibited Persons.

(i) The Borrower shall provide prompt written notice (including a brief description) to DOE if, at any time, it obtains Knowledge that the representations made with respect to Prohibited Persons (including the Debarment Regulations) in any of the Loan Documents were erroneous when made or have become erroneous by reason of changed circumstances.

(ii) If any Borrower Entity, Borrower Entity Controlling Person or Southern Company or any of their respective Principal Persons becomes a Prohibited Person, or, any Owner, the Service Provider, the CCA Contractor or the CCA Guarantor or any of their respective ultimate parent companies, or the successors or assigns of any such Person becomes (whether through a transfer or otherwise) a Prohibited Person identified in clause (i) or (ii) of the definition of Prohibited Person, the Borrower shall, within thirty (30) days of obtaining Knowledge that such Person has become a Prohibited Person, engage and continue to engage in good faith discussions with DOE regarding (A) the removal or replacement of such Person or, (B) if such removal or replacement is not reasonably feasible, the implementation of other mitigation measures.

(e) Foreign Ownership. The Borrower shall, and shall cause the Operator to, comply at all times with the requirements of the NRC with respect to foreign ownership, control and domination of each of the Borrower and the Operator.

(f) Foreign Asset Control Regulations. The Borrower shall ensure that the making of any Advances and the use of the proceeds thereof will not violate any Foreign Asset Control Regulations.

(g) Use of Collateral. None of the Collateral shall be traded or used, directly or indirectly, by a Prohibited Person or by a Person organized in a Prohibited Jurisdiction.

(h) Xxxxx-Xxxxx Act.

(i) In accordance with Section 1702(k) of Title XVII, beginning on the Original Guarantee Issuance Date, all laborers and mechanics employed by contractors and subcontractors in the performance of construction work financed in whole or in part by the DOE Guaranteed Loan shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor in accordance with the Xxxxx-Xxxxx Act, including but not limited to those wages set forth in Schedule 6.11(h)(i). The contract clauses set forth in Exhibit G shall be incorporated into all Xxxxx-Xxxxx Act Covered Contracts.

(ii) The Borrower shall systematically review (by itself or through its agent) the certified payrolls that are required, pursuant to subparagraph (a)(3)(i) of Exhibit G, to be maintained by all project contractors and subcontractors that employ laborers and mechanics in the performance of construction work financed in whole or in part by the DOE Guaranteed Loan. The Borrower shall notify DOE in writing within ten (10) Business Days after it obtains DBA Knowledge of: (a) receipt by the Borrower of any complaint alleging non-compliance with the Xxxxx-Xxxxx Act or (b) any non-compliance with the Xxxxx-Xxxxx Act. In such instances, the Borrower shall forward to DOE (A) a copy of all written complaints or a written summary of any oral complaint or non-compliant incident, (B) a summary of the investigation of the Borrower into such complaint or such incident, (C) a summary of the resolution (or proposed resolution) of the complaint or incident, (D) the relevant certified payrolls and (E) any other information reasonably requested by DOE regarding the complaint or incident. Certified payrolls maintained, or caused to be maintained, by the Borrower shall be considered federal government records for the purposes of the Freedom of Information Act, 42 U.S.C. § 552.

(iii) If the Borrower or any Affiliate of the Borrower intends to: (A) enter into a Xxxxx-Xxxxx Act Covered Contract after the Guarantee Issuance Date; (B) materially change the scope of work of any Xxxxx-Xxxxx Act Covered Contract; or (C) exercise any option to extend the term of a Xxxxx-Xxxxx Act Covered Contract to perform work for a period of time for which it was not obligated under the terms of the original contract (subclauses (A), (B) and (C) collectively, "Xxxxx-Xxxxx Actions"), the Borrower shall provide DOE: (1) a statement of the work for any DBA Contract Party that will perform construction, alteration, or repair of a building or work financed in whole or in part by the DOE Guaranteed Loan; (2) notice of intent to exercise any option described in subclause (C) above; and (3) any other information requested by DOE relating to such Xxxxx-Xxxxx Action. This information shall be provided (a) no less

than ten (10) Business Days prior to the occurrence of such Xxxxx-Xxxxx Action where such Xxxxx Xxxxx Action could reasonably be expected to result in a need for a new wage determination, or (b) in all other cases, through the Borrower's monthly reports delivered pursuant to Section 6.1(a).

(iv) The Borrower shall update the Xxxxx-Xxxxx and Related Acts Compliance Program as necessary and appropriate so that such program (A) remains designed to (1) ensure material compliance with all Xxxxx-Xxxxx Requirements and (2) provide reasonable assurance that information relating to compliance with the Xxxxx-Xxxxx Requirements is made known to the Vice President of Employee Relations and Associate General Counsel of Southern Company Services, Inc., and such other Person or Persons who have principal oversight responsibility with respect to the Borrower's compliance with the Xxxxx-Xxxxx Requirements and (B) identifies all of the Persons referred to in subclause (A)(2) above by name and position. The Borrower shall provide notice to DOE of each update to the Xxxxx-Xxxxx and Related Acts Compliance Program and a copy of such update not later than ten (10) Business Days after the effective date of such update.

(v) The Borrower shall implement and enforce the Xxxxx-Xxxxx and Related Acts Compliance Program.

(i) Corrupt Practices Laws.

(i) All Borrower Entities and their respective officers, directors, employees and agents acting in such capacities shall comply with all applicable Corrupt Practices Laws.

(ii) The internal management and accounting practices and controls of all Borrower Entities shall be designed and maintained to provide reasonable assurance of compliance with all Corrupt Practices Laws, the Patriot Act, the Anti-Terrorism Order and the rules and regulations of OFAC. The disclosure controls and procedures of all Borrower Entities shall be designed and maintained to provide reasonable assurance that material information regarding each Borrower Entity's compliance with laws (including Corrupt Practices Laws, the Patriot Act, the Anti-Terrorism Order and the rules and regulations of OFAC) is made known to Senior Management Persons of the Borrower.

(iii) If any Borrower Entity or its officers, directors, employees or agents acting in such capacities fails to comply with the requirements of clause (i) of this Section 6.11(i), the Borrower shall, within thirty (30) days of obtaining Knowledge that such Person has so failed to comply, engage and continue to engage in good faith discussions with DOE regarding (A) the removal or replacement of such Person or, (B) if such removal or replacement is not reasonably feasible, the implementation of other mitigation measures.

(j) OFAC. If any Borrower Entity, Borrower Entity Controlling Person or Southern Company or any of their respective Principal Persons, employees or agents acting in such capacities, or, any other Owner, the Service Provider, the CCA Contractor or the CCA Guarantor or any of their respective ultimate parent companies, or the successors or assigns of any such Person, fails to comply with any or all applicable orders, rules and regulations of OFAC in obtaining any consents, licenses, approvals, authorizations, rights, or privileges with respect to

the Project or, otherwise, in conducting activities in connection with the Project, the Borrower shall, within thirty (30) days of obtaining Knowledge that such Person has so failed to comply, engage and continue to engage in good faith discussions with DOE regarding (i) the removal or replacement of such Person or, (ii) if such removal or replacement is not reasonably feasible, the implementation of other mitigation measures.

(k) Anti-Terrorism Order. If any Borrower Entity, Borrower Entity Controlling Person or Southern Company or any of their respective Principal Persons, or, any other Owner, the Service Provider, the CCA Contractor or CCA Guarantor or any of their respective ultimate parent companies, or the successors or assigns of any such Person, fails to comply with the Anti-Terrorism Order, the Borrower shall, within thirty (30) days of obtaining Knowledge that such Person has so failed to comply, engage and continue to engage in good faith discussions with DOE regarding (i) the removal or replacement of such Person or, (ii) if such removal or replacement is not reasonably feasible, the implementation of other mitigation measures.

(l) Patriot Act. The Borrower shall establish and maintain an anti-money laundering compliance program if and as required by the Patriot Act.

(m) XXX Registration. The Borrower shall maintain its XXX registration at all times.


6.12.	Suspension of Construction Completion Agreement.

The Borrower shall provide forty-five (45) days' (or such shorter period satisfactory to DOE) prior notice to DOE in advance of exercising the Owners' right under the Construction Completion Agreement to suspend all work under the Construction Completion Agreement for the Owners' convenience, provided, however, that only concurrent notice of any such action to suspend all work under the Construction Completion Agreement shall be required where such action is necessary due to an emergency or otherwise is necessary in order to comply with requirements of the NRC, the Georgia PSC or any other Governmental Authority.


6.13.	Project Adverse Events.

If (i) a PAE has occurred and at least 90% of the Ownership Interests in the Project have been voted in favor of continuing the construction, completion, testing, startup and pre-operational turnover of the Project and (ii) if the Borrower determines that a material change to the Construction Budget or Summary Project Milestone Schedule – Regulatory Based has occurred, or is reasonably expected to occur, as a result of such PAE, the Borrower shall (A) promptly inform DOE of how the Borrower expects to fund any Overrun Project Costs and (B) when finalized, provide DOE with an updated Construction Budget, Summary Project Milestone Schedule – Working Plan, Summary Project Milestone Schedule – Regulatory Based and Project Milestone Schedule. The obligations of the Borrower in clause (A) may be satisfied by identifying general sources of funding (such as capital or bank finance markets or other sources of funding) the Borrower reasonably expects to be available to the Borrower, it being understood and agreed that the specific sources of funding that may be used by the Borrower in the future will be dependent on market conditions and other factors existing at the time such funding is obtained. Any change in the Summary Project Milestone Schedule – Regulatory Based that would constitute a PAE pursuant to Section 2.1(a)(iv) of the Owners' Continuation Agreement

and Amendment shall be deemed to be a material change to the Summary Project Milestone Schedule – Regulatory Based.

ARTICLE 7
NEGATIVE COVENANTS

The Borrower covenants and agrees that until the Debt Termination Date, unless DOE waives compliance in writing:


7.1.	Liens.

The Borrower shall not, and shall not agree to, create, assume or otherwise permit to exist any Lien (i) upon the Collateral, other than Permitted Liens, or (ii) upon the Collateral in connection with any financing secured by the Securitization Property. There shall be no restrictions on the ability of the Borrower to grant Liens upon any other assets of the Borrower.


7.2.	Corporate Existence.

The Borrower shall not fail to maintain its corporate existence and its right to carry on its business, subject to permitted mergers and sales of substantially all assets that do not constitute an Event of Default under Section 8.1(f).


7.3.	Affiliate Transactions; Commissions.

The Borrower shall not, directly or indirectly, enter into any transaction or series of related transactions with any Affiliate, except for at cost services provided or received from Affiliates in accordance with Federal Energy Regulatory Commission requirements or if not subject to such requirements, on terms equivalent to those that would be obtained on an arm's-length basis.


7.4.	Amendment of Certain Project Documents.

The Borrower shall not directly or indirectly agree to any amendment, modification, replacement, supplement, consent or waiver or waive any right to consent to any amendment, modification, replacement, supplement or waiver of any right with respect to, or assign or agree to the assignment of any party's obligations under:

(a) any of the following Sections of the Services Agreement:

(i) Section 4.6 (Subcontractors) of the Services Agreement, but only to the extent that such amendment, modification, replacement, supplement, consent or waiver could reasonably be expected to adversely impact (A) any Intellectual Property Rights or rights in Technology provided or to be provided pursuant to the Services Agreement or Facility Licenses or (B) the assignability of (or obligation of the Service Provider, or any other party to any such subcontract, to assign, or procure or permit the assignability of) any such rights in whole or in part;

(ii) Article 6 (IP Deliverables) of the Services Agreement;

(iii) Section 16.4 (Intellectual Property Infringement) of the Services Agreement;

(iv) Section 17.5 (Springing License Exclusive Remedy) of the Services Agreement;

(v) Section 21 (Assignment) of the Services Agreement; or

(vi) Exhibit C (Rates and Invoicing) of the Services Agreement; but only to the extent that such amendment, modification, replacement, supplement, consent or waiver could reasonably be expected to affect the pricing, charge, fee, or licensing or royalty charge associated with the development of, access to, delivery or Owners' use of the Facility IP (as defined in the Services Agreement);

(b) the Facility Licenses;

(c) any provisions of the Owner Documents that are listed in Schedule 7.4; other than changes to the ownership of undivided ownership interests as a tenant in common in the Additional Unit Properties and the Related Facilities in connection with (i) any acquisition of additional undivided ownership interests by the Borrower, (ii) any disposition of undivided ownership interests by the Borrower pursuant to Section 2.08 of the Owners Direct Agreement or (iii) any change of undivided ownership interests solely impacting Owners other than the Borrower and which is not in violation of this Agreement;

(d) any provisions of the Nuclear Operating Agreement and the Letter Agreement for Construction Services that are listed in Schedule 7.4;

(e) any of the following provisions of the Westinghouse Fuel Assembly Agreement:

(i) Article XV (Patents, Copyright and Trade Secret Indemnity); or

(ii) Article XIX (Assignment and Transfer);

(f) any of the following provisions of the Westinghouse License Agreement:

(i) Article VII (Intellectual Property Rights);

(ii) Article VIII (Assignment, Transfer, Subletting or Sublicensing); or

(iii) Sections 13.2 and 13.4 of Article XIII (Limitation of Liability); or

(g) any of the following provisions of the Construction Completion Agreement:

(i) Section 3.2 (Contractor-Managed Subcontract Scope), but only to the extent that such amendment, modification, replacement, supplement, consent or waiver could reasonably be expected to adversely impact (A) any Intellectual Property Rights or rights in Technology provided or to be provided pursuant to the Construction Completion Agreement or any subcontract thereunder or (B) the assignability of (or obligation of the CCA Contractor, or

any other party to any such subcontract, to assign, or procure or permit the assignability of) any such rights in whole or in part;

(ii) Section 16.3 (Intellectual Property Indemnity);

(iii) Section 24.1.2 (Transfer of Title; Intellectual Property), but only to the extent that such amendment, modification, replacement, supplement, consent or waiver could reasonably be expected to adversely impact (A) any Intellectual Property Rights or rights in Technology provided or to be provided pursuant to the Construction Completion Agreement or any subcontract thereunder or (B) the assignability of (or obligation of the CCA Contractor, or any other party to any such subcontract, to assign, or procure or permit the assignability of) any such rights in whole or in part; or

(iv) Section 40.1 (Assignment).

For the avoidance of doubt, nothing in this Section 7.4 shall prohibit the Borrower from terminating the Services Agreement or the Construction Completion Agreement and the related IP Agreements (i) for convenience in accordance with the requirements of Section 2.08 of the Owners Direct Agreement or (ii) with respect to the Services Agreement, in connection with a Triggering Event.

Nothing in this Section 7.4 shall prohibit the Borrower from reducing the scope of services provided by the Service Provider pursuant to Section 4.3(b) of the Services Agreement; provided that the Borrower shall provide DOE with notice of any such reduction in scope of work within two (2) Business Days after providing notice thereof to the Service Provider in accordance with the terms of Section 4.3(b) of the Services Agreement.

Notwithstanding anything to the contrary herein, neither Borrower nor the Operator will be required to obtain DOE's consent to any amendment, supplement or other modification or waiver applicable to any such provisions of the Nuclear Operating Agreement, the Letter Agreement for Construction Services, the Westinghouse Fuel Assembly Agreement or the Westinghouse License Agreement that is necessary to comply with the requirements of any Governmental Rule, including any requirement of the NRC.

The restrictions on amendments to the Nuclear Operating Agreement and Westinghouse License Agreement set forth in this Section 7.4 shall not apply to any amendment that relates exclusively to Plant Vogtle Units 1 and 2 and/or Plant Hatch Units 1 and 2 and that does not relate to the Project.


7.5.	Use of Non-AP1000 Reactor Technology.

The Borrower shall not construct, or permit to be constructed, any nuclear reactor for the Project other than Westinghouse AP1000 standard nuclear reactor plant design, certified at 76 Fed. Reg. 82,079 (Dec. 30, 2011) (codified at 10 C.F.R. Part 52 Appendix D), and any amendments thereto, as described in each COL, including any amendments to the COLs or exemptions issued by NRC approving modifications to such certified standard design.


7.6.	Margin Regulations.

The Borrower shall not directly or indirectly apply any part of the proceeds of any Advance or other revenues to the purchasing or carrying of any margin stock within the meaning of Regulation T, U or X of the Board of Governors of the Federal Reserve of the United States, or any regulations, interpretations or rulings thereunder.


7.7.	ERISA.

(a) The Borrower shall not be a "plan" within the meaning of Section 4975(e) of the Internal Revenue Code; (b) the assets of the Borrower shall not constitute "plan assets" within the meaning of Section 3(42) of ERISA and the United States Department of Labor Regulations set forth in 29 C.F.R. § 2510.3-101; (c) the Borrower shall not be a "governmental plan" within the meaning of Section 3(32) of ERISA; (d) transactions by or with the Borrower shall not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans; and (e) the Borrower shall not engage in any transaction that would cause any obligation, or action taken or to be taken, hereunder (or the exercise by the Secured Parties of any of their respective rights under this Agreement) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code or any similar state law, other than any such transaction or prohibited transaction described in this subclause (e) that could not reasonably be expected to have a Material Adverse Effect.

Notwithstanding anything in Section 7.7(e) to the contrary, Section 7.7(e) shall not be interpreted to limit the generality of, or otherwise limit in any way, the obligations (including the related exceptions and cure rights) of the Borrower in Section 8.1(p), which shall be applicable to the Borrower without regard to the provisions of Section 7.7(e).


7.8.	Investment Company Act.

The Borrower shall not take any action that would result in the Borrower being required to register as an "investment company" under the Investment Company Act.


7.9.	Replacement or Removal of the Operator or Owners' Agent.

The Borrower shall not vote or agree to replace or remove the Operator or the Owners' Agent other than with the prior written consent of DOE and upon receipt of any necessary approvals from the NRC; provided that the foregoing shall not impair or restrict the Borrower's ability to resign as Owners' Agent in accordance with the Owner Documents.


7.10.	Casualty Loss Proceeds.

The Borrower shall not accept any Casualty Loss Proceeds from the relevant insurers in connection with an Event of Loss until any amounts that are required to be applied to prepay the DOE Guaranteed Loan in connection with such Event of Loss pursuant to Section 3.3.3(c) have been so applied.


7.11.	Fuel Supply Agreements.

(a) After Mechanical Completion of both Units (as each such term is defined in the Construction Completion Agreement), the Borrower shall not terminate and shall not cause the Westinghouse Fuel Assembly Agreement to be terminated prior to the time it is fully performed unless the Borrower at the time of such termination has a contract or contracts in place for an alternate supply of fuel assemblies for not less than the next two (2) reloads for each Unit, and has the right to use the BEACON Software or another core monitoring system that complies with the COLs with such alternate supply of fuel assemblies; provided, however, that this covenant shall not prevent the Borrower from amending or causing to be amended the Westinghouse Fuel Assembly Agreement, except as provided in Section 7.4(g), and shall not prevent the Borrower from enforcing or causing to be enforced any remedy available to Borrower under the Westinghouse Fuel Assembly Agreement other than termination.

(b) The Borrower shall not fail at any time (i) to ensure that a contractual obligation for the supply of not less than two (2) additional reloads of fuel assemblies and related fuel fabrication services for each Unit is in place or (ii) to have the right to use the BEACON Software or another core monitoring system that complies with the COLs with such reloads.

(c) Notwithstanding the foregoing, the Borrower shall not be deemed to have failed to perform or observe the covenants set forth in clauses (a) and (b) of this Section 7.11, unless the Borrower shall fail to have remedied any non-compliance with the terms of such covenants by the date that is one (1) year in advance of the next scheduled delivery date for the last fuel assembly for the next reload for the Unit in question available under the then-effective Fuel Supply Agreement, provided that (1) the Borrower is diligently working to remedy such non-compliance pursuant to a plan of remediation with a timetable for curing such non-compliance that has been provided to DOE at the time of such non-compliance, (2) the Borrower reasonably believes such non-compliance will be remedied through such diligent efforts, and (3) such non-compliance could not reasonably be expected to have a Material Adverse Effect or a material adverse effect on the ability of the Project to be operated.

ARTICLE 8
EVENTS OF DEFAULT; REMEDIES


8.1.	Events of Default.

The occurrence of any of the following events shall constitute an Event of Default hereunder:

(a) Failure to Make Payment Under Loan Documents. The Borrower shall fail to pay, in accordance with the terms of the FFB Credit Facility Documents, this Agreement or any other Loan Document (whether at scheduled maturity, as a mandatory prepayment, by acceleration or otherwise), (i) any principal of or interest on the DOE Guaranteed Loan or any DOE Maintenance Fee amount on or before the date such amount is due, or (ii) any scheduled fee, charge or other amount due under any Loan Document on or before the date such amount is due, provided, in the case of either subclause (i) or (ii) above, that such failure to pay shall continue for a period of three (3) Business Days (except that no grace period shall apply with respect to any failure to pay amounts due on the Maturity Date); provided further, however, that the FFB Late Charge Rate shall apply in accordance with Section 9.2.1 from the date of any such missed payment until the amount of the applicable missed payment has been paid in accordance

with the requirements of Section 9.2.1 and the DOE Late Penalty Charge shall be payable in accordance with Section 3.6.

(b) Misstatements; Omissions. Any representation, warranty or statement (other than the representations and warranties in Section 5.15, the exclusive remedy with respect to a breach of which shall be as provided in Section 3.3.3) made or deemed to be made by the Borrower in any Loan Document shall be found to have been untrue in any material respect when made or deemed to have been made, unless such materially untrue representation, warranty or statement is capable of being remedied, and such materially untrue representation, warranty or statement is remedied within ninety (90) days (or such longer period acceptable to DOE), in each case following the earlier of (i) the date of notice thereof from DOE to the Borrower or (ii) the date that the Borrower obtains Knowledge of such material untruth (for the avoidance of doubt, a Borrower misrepresentation as to the non-existence of a Potential Default under any certification provided or representation made pursuant to Section 4.2.5, Section 5.16 or Section 6.1(e) shall be remedied under this Section 8.1(b) if such Potential Default is remedied within the cure period of this Section 8.1(b)).

(c) Borrower Payment Default under IP Agreements or Owner Documents. A payment default by the Borrower occurs under any IP Agreement or any of the Owner Documents that is not cured by the Borrower or another Owner within 30 days. For the avoidance of doubt, a payment default by an Owner other than the Borrower with respect to amounts owed under the Owner Documents that causes a payment default by the Owners under any IP Agreement shall not constitute an Event of Default under this Section 8.01(c).

(d) Covenants and Other Agreements. The Borrower shall fail to perform or observe any term, covenant or agreement (other than those set forth in clauses (a) and (b) of this Section 8.1 and those set forth in Section 6.1(g)(iii)) contained in any Loan Document to which it is a party and, if such default is remediable, such default has not been remedied within ninety (90) days, in each case following the earlier of (i) the date of notice thereof from DOE to the Borrower or (ii) the date on which the Borrower obtains Knowledge of such breach.

(e) Environmental and Safety Matters. Any failure by the Borrower, the Operator or the Borrower's Undivided Interest to comply in all material respects with any Environmental Law, Governmental Approvals or safety regulations applicable to the Project, including compliance in all material respects with all conditions and requirements required in connection with the Environmental Impact Statement, if such failure continues for ninety (90) days, in each case following the earlier of (i) the date of notice thereof from DOE to the Borrower or (ii) the date on which the Borrower obtains Knowledge of such failure (unless such default cannot reasonably be cured within such time period and the Borrower or the Operator is diligently working to cure such default according to an applicable Remediation Plan or, in the case of any non-compliance with NRC-issued Governmental Approvals and other NRC directions and instructions, the Borrower (A) is diligently working to cure such noncompliance through appropriate NRC regulatory procedures, which cure may include obtaining a necessary amendment to such NRC-issued Governmental Approval and (B) reasonably believes will be cured through such diligent efforts); provided that no such failure shall be considered to have occurred under this clause (e) for so long as the Borrower or the Operator, as applicable, is contesting in good faith by appropriate legal proceedings each assertion by a Governmental

Authority that the Borrower, the Operator or the Borrower's Undivided Interest is not in compliance with such Environmental Law, Governmental Approvals or safety regulations.

(f) Merger; Transfer of Assets. The Borrower shall, or shall agree to, enter into any transaction of merger, consolidation or other similar actions (a "Merger Transaction"), or convey, sell, lease or otherwise transfer all or substantially all of the Borrower's property or assets, unless, in the case of a Merger Transaction:

(i) if the Borrower shall consolidate with or merge into another Person, the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall have expressly assumed pursuant to a written agreement, in form and substance satisfactory to DOE, the due and punctual payment of the principal of (and premium, if any) and interest on the DOE Guaranteed Loan and the performance of all obligations of the Borrower under the Transaction Documents;

(ii) immediately after giving effect to such Merger Transaction, no Event of Default, Potential Default or Mandatory Prepayment Event shall have occurred;

(iii) all required approvals from the NRC and the Georgia PSC in connection with the Merger Transaction shall have been obtained prior to the consummation of such transaction;

(iv) if the surviving Person resulting from the Merger Transaction is not subject to rate regulation by the Georgia PSC, then such Person satisfies the following two conditions at the time the Merger Transaction is consummated:

(A) such Person has a long-term, senior, unsecured, non-credit enhanced debt rating meeting at least two of the three following ratings (1) BBB- or better from S&P, (2) Baa3 or better from Xxxxx'x and/or (3) BBB- or better from Fitch, and

(B) such Person has not been placed on a negative credit watch or its equivalent by any two or more of such rating agencies that states that such Person's long-term senior, unsecured, non-credit enhanced debt rating could be downgraded to or below (1) in the case of S&P, BB+, (2) in the case of Xxxxx'x, Xx0 or (3) in the case of Fitch, BB+; and

(v) the Borrower has delivered to DOE a Borrower Certificate and a legal opinion from counsel satisfactory to DOE, each stating that such consolidation or merger complies with this Section 8.1(f) and that all conditions precedent herein provided for relating to such transaction have been complied with, and such legal opinion further opining as to the due authorization, execution, delivery and enforceability of the assumption agreement referred to in clause (i) of this Section 8.1(f) and covering such other matters as DOE may reasonably request.

(g) Transfer of Collateral. The Borrower shall, or shall agree to, convey, release, sell, lease or otherwise transfer any of the Collateral except (i) as provided for in clause (f) of this Section 8.1, (ii) in accordance with the Deed to Secure Debt, (iii) as may be approved by DOE or

(iv) pursuant to DOE's purchase of any of the Collateral pursuant to the Owners Direct Agreement; provided that effective upon any such transfer of all or any portion of the Borrower's Undivided Interest, the owner of such transferred portion of the Borrower's Undivided Interest shall have assumed the obligations of the Borrower to comply with Section 1702(k) of Title XVII with respect to such transferred portion of the Borrower's Undivided Interest pursuant to an assumption agreement reasonably acceptable to DOE and the Department of Labor.

(h) Unenforceability, Termination, Repudiation or Transfer of Certain Transaction Documents. Subject to the following sentence, this Agreement or any of the other Loan Documents (other than the DOE Guarantees) or any material provision hereof or thereof at any time for any reason (i) (A) is or becomes invalid, illegal, void or unenforceable against the Borrower, or (B) the Borrower shall have repudiated or disavowed or taken any action to challenge the validity or enforceability of such agreement or material provision, (ii) ceases to be in full force and effect, except at the expiration of the stated term thereof, or shall otherwise be prematurely terminated except as may be otherwise permitted thereby, (iii) except as otherwise expressly permitted hereunder shall be assigned or otherwise transferred by the Borrower (other than with the prior written consent of DOE) or (iv) shall cease to give the Collateral Agent or DOE in any material respect the Liens, rights, powers and privileges purported to be created thereby or hereby, and in each case such event continues unremedied for thirty (30) days; provided, that such thirty (30) day cure period shall not apply to subclause (i)(B) above. The foregoing sentence shall not be applicable to any Direct Agreement (other than the Owners' Direct Agreement) if the Project Document to which such Direct Agreement relates has been terminated in accordance with this Agreement.

(i) Security Interests. (i) Any of the Security Documents shall fail in any material respect to provide the Liens, rights, titles, interests, remedies, powers or privileges intended to be created thereby (including the priority intended to be created thereby), (ii) any such Security Document or Lien created pursuant to the Security Documents shall cease to be in full force and effect, or (iii) the validity or applicability of any of the Security Documents or Liens created pursuant to any of the Security Documents to the Advances, the Secured Obligations or any other obligations purported to be secured or guaranteed thereby or any part thereof, shall be disaffirmed by or on behalf of the Borrower; provided such event, other than any disaffirmation by or on behalf of the Borrower described in subclause (iii) above, continues unremedied for thirty (30) days.

(j) Change of Control. A Change of Control shall occur with respect to the Borrower or the Operator without the prior written consent of DOE.

(k) Default under Other Indebtedness or Other Obligations.

(i) Prior to Commercial Operation of the Second Unit, the Borrower shall fail to pay when due any principal, interest or other amount due under any agreement or instrument evidencing, or under which the Borrower has outstanding at any time, any Indebtedness (other than the DOE Guaranteed Loan) or Other Obligations in an amount in excess of one hundred million Dollars ($100,000,000), and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument, or any other default under any such agreement or instrument shall occur and shall continue after the applicable grace period, if any, specified in

such agreement or instrument, if the effect of such default is to accelerate or to permit the acceleration of the maturity of such Indebtedness or Other Obligations, in each case, where such default is not cured within ten (10) Business Days following such failure or default and right to accelerate.

(ii) From and after Commercial Operation of the Second Unit, the Borrower shall fail to pay when due any principal, interest or other amount due under any agreement or instrument evidencing, or under which the Borrower has outstanding at any time, any Indebtedness (other than the DOE Guaranteed Loan) or Other Obligations in an amount in excess of five hundred million Dollars ($500,000,000), and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument, or any other default under any such agreement or instrument shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default is to accelerate or to permit the acceleration of the maturity of such Indebtedness or Other Obligations, in each case, where such default is not cured within ten (10) Business Days following such failure or default and right to accelerate.

(l) Judgments.

(i) Prior to Commercial Operation of the Second Unit, one or more Governmental Judgments shall be entered against the Borrower, and such Governmental Judgments shall not be vacated, satisfied, discharged or stayed for any period of ten (10) Business Days and the aggregate amount of all such unvacated, unsatisfied, undischarged or unstayed Governmental Judgments outstanding at any time (except to the extent any applicable insurer(s) shall have acknowledged liability therefor) exceeds one hundred million Dollars ($100,000,000).

(ii) From and after Commercial Operation of the Second Unit, one or more Governmental Judgments shall be entered against the Borrower, and such Governmental Judgments shall not be vacated, satisfied, discharged or stayed for any period of ten (10) Business Days and the aggregate amount of all such unvacated, unsatisfied, undischarged or unstayed Governmental Judgments outstanding at any time (except to the extent any applicable insurer(s) shall have acknowledged liability therefor) exceeds five hundred million Dollars ($500,000,000).

(m) Bankruptcy; Insolvency; Dissolution.

(i) Involuntary Bankruptcy, Etc. An Insolvency Proceeding shall have been commenced against the Borrower, and such proceeding continues undismissed for sixty (60) days.

(ii) Voluntary Bankruptcy, Etc. The institution by the Borrower of any Insolvency Proceeding with respect to itself, or the admission by it in writing of its inability to pay its Indebtedness and Other Obligations generally as they become due, or any other event shall have occurred that under any Governmental Rule would have an effect analogous to any of those events listed above in this clause (ii) with respect to the Borrower, or any action is taken by the Borrower for the purpose of effecting any of the foregoing.

(iii) Dissolution. The dissolution of the Borrower.

(n) Abandonment of Project. The Borrower or Owners' Agent shall abandon the Project or otherwise permanently cease to pursue the construction or operation of the Project (including the Borrower electing to cancel the Project under Sections 5.3(b) (Standards of Conduct) or 7.11(c)(iii) (Alternative Contribution Percentages) of the Ownership Agreement or Section 3.8 (Cancellation) of the Development Agreement); provided, however, that any abandonment or cessation of pursuing the construction or operation of the Project resulting from or constituting any Potential Mandatory Prepayment Event or Mandatory Prepayment Event (including any Potential Mandatory Prepayment Event or Mandatory Prepayment Event in connection with the Borrower electing to cancel the Project under Sections 5.3(b) (Standards of Conduct) or 7.11(c)(iii) (Alternative Contribution Percentages) of the Ownership Agreement or Section 3.8 (Cancellation) of the Development Agreement) shall not be an Event of Default under this clause (n).

(o) Application of Proceeds, Funding of Project Expenses. The Borrower shall fail to apply the proceeds of the Advances exclusively to Eligible Project Costs, if such failure is not cured within ninety (90) days following the earlier of (i) the date of notice of such failure from DOE to the Borrower or (ii) the date on which the Borrower obtains Knowledge of such failure.

(p) ERISA Events.

(i) Prior to Commercial Operation of the Second Unit, (A) the Borrower or any of its ERISA Affiliates shall fail to pay when due any Pension Plan or Multiemployer Plan contributions aggregating in excess of one hundred million Dollars ($100,000,000) or (B) any one or more ERISA Events shall occur with respect to any one or more Pension Plans or Multiemployer Plans which individually or in the aggregate results in liability to the Borrower in excess of one hundred million Dollars ($100,000,000), in each case where such failure to pay or ERISA Event shall continue for a period of ten (10) Business Days.

(ii) From and after Commercial Operation of the Second Unit, (A) the Borrower or any of its ERISA Affiliates shall fail to pay when due any Pension Plan or Multiemployer Plan contributions aggregating in excess of five hundred million Dollars ($500,000,000) or (B) any one or more ERISA Events shall occur with respect to any one or more Pension Plans or Multiemployer Plans which individually or in the aggregate results in liability to the Borrower in excess of five hundred million Dollars ($500,000,000), in each case where such failure to pay or ERISA Event shall continue for a period of ten (10) Business Days.

(q) Suspension and Debarment. The failure of the Borrower to comply with the Debarment Regulations unless such breach is capable of being cured and such breach is cured, in each case, within ninety (90) days following the earlier of (i) the date of notice thereof from DOE to the Borrower or (ii) the date on which the Borrower obtains Knowledge of such breach.

(r) Compliance with Governmental Rules; Program Requirements.

(i) The Borrower, the Operator (with respect to the Project), or the Borrower's Undivided Interest shall fail to comply with the provisions of Title XVII and such failure continues unremedied for any period of at least thirty (30) days or, in the case of a failure to

comply with Section 1702(k) of Title XVII, such failure continues unremedied for ninety (90) days, in each case following the earlier of (A) the date of notice thereof from DOE to the Borrower or (B) the date on which the Borrower obtains Knowledge of such failure.

(ii) The Borrower, the Operator (with respect to the Project) or the Borrower's Undivided Interest shall fail to comply with the provisions of the Applicable Regulations and such failure continues unremedied for ninety (90) days, in each case following the earlier of (A) the date of notice thereof from DOE to the Borrower or (B) the date on which the Borrower obtains Knowledge of such failure.

(iii) The Borrower, the Operator (with respect to the Project) or the Borrower's Undivided Interest shall fail to comply in all material respects with (A) all other Governmental Rules and (B) all other Program Requirements (other than the provisions of Title XVII and the Applicable Regulations), and such failure continues unremedied for at least ninety (90) days, in each case following the earlier of (x) the date of notice thereof from DOE to the Borrower or (y) the date on which the Borrower obtains Knowledge of such failure (unless such failure cannot reasonably be cured within such period and the Borrower or the Operator, as applicable, is diligently working to cure such failure according to an applicable Remediation Plan); provided that no such failure shall be considered to have occurred under this clause (iii) at any time the Borrower or the Operator is contesting in good faith by appropriate legal proceedings each assertion by a Governmental Authority that the Borrower, the Operator or the Project is not in compliance with such Program Requirements or other Governmental Rules.

Each clause of this Section 8.1 shall operate independently, and the occurrence of any event described in any such clause shall constitute an Event of Default (subject, in each case, to all applicable requirements of notice, knowledge, lapse of time and right of the Borrower to cure or remedy any such event).

Notwithstanding the provisions of Section 11.1.1 of the FFB Note Purchase Agreements and Sections 23 and 24 of the FFB Promissory Notes, DOE acknowledges and agrees that the Secured Parties shall not be entitled to exercise any of the remedies set forth in the Loan Documents with respect to any failure by the Borrower to make payments of principal and interest under any FFB Promissory Note unless and until an Event of Default shall have occurred and be continuing pursuant to Section 8.1(a).

DOE further acknowledges and agrees that (i) any payment made by the Borrower to the account specified in Section 10(a) of the FFB Promissory Notes as the subaccount of the Secretary (the "Secretary Subaccount") on or before the applicable Payment Date (or, if such Payment Date shall fall on a day on which either the FFB or the Federal Reserve Bank of New York is not open for business, the first day thereafter on which FFB and the Federal Reserve Bank of New York are both open for business) specified in any FFB Promissory Note (the "Required Payment Date") shall be deemed made on the later of the date such payment is received at the Secretary Subaccount or the Required Payment Date, (ii) DOE shall take all actions necessary to ensure that the amounts paid by the Borrower and received at the Secretary Subaccount are, no later than the Required Payment Date, credited to the subaccount of FFB (within the account of the United States Treasury maintained at the Federal Reserve Bank of New York) as provided in Section 10(a) of the FFB Promissory Note (the "FFB Subaccount"), (iii) if the Borrower makes

the payment to the Secretary Subaccount on or before the Required Payment Date and DOE fails to credit such payment to the FFB Subaccount on the Required Payment Date, DOE shall be responsible to the Borrower for any Late Charges that may be payable to FFB because of such DOE failure, (iv) DOE, and not FFB, has the sole authority, pursuant to Section 23 of the FFB Promissory Notes, to exercise any and all remedies with respect to any "default" under the applicable FFB Promissory Note or Event of Default under this Agreement, and (v) if the Borrower makes the payment to the Secretary Subaccount on or before the Required Payment Date and such amounts are not credited to the FFB Subaccount by the Required Payment Date, DOE shall not declare a default in payment under the applicable FFB Promissory Note or a Potential Default or Event of Default under this Agreement as a result of such amounts not being credited to the FFB Subaccount by the Required Payment Date, and DOE shall not be entitled to exercise any rights or remedies against the Borrower in connection with such failure.


8.2.	Remedies for Events of Default.

(a) Upon the occurrence and during the continuance of an Event of Default, DOE may, in its discretion, without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived (to the extent not prohibited by Governmental Rules), exercise any or all rights and remedies at law or in equity (in any combination or order that DOE may elect), including, without prejudice to DOE's other rights and remedies, the following:

(i) suspend or terminate the FFB Credit Facility Commitment;

(ii) refuse, and DOE shall not be obligated, to review any Advance Notices or forward to FFB any FFB Advance Request Approval Notices;

(iii) take those actions necessary to perfect and maintain the Liens of the Security Documents;

(iv) declare and make all sums of outstanding principal and accrued but unpaid interest under the FFB Credit Facility Documents, this Agreement and the other Loan Documents together with all unpaid fees, Periodic Expenses and other amounts due hereunder or under any other Loan Document, payable on demand or immediately due and payable, whereupon such amounts shall immediately mature and become due and payable;

(v) enter into possession of the Collateral (or any portion thereof) and perform any and all work and labor necessary to complete the Borrower's Undivided Interest (or any portion thereof) or to operate and maintain the Borrower's Undivided Interest (or any portion thereof), or otherwise foreclose upon or take possession of any Collateral, in each case in accordance with the Security Documents and the Direct Agreements, and all sums expended by any such Person in taking any such action (other than any amount expended for Completion Costs), together with interest on such amount at the FFB Late Charge Rate, shall be repaid by the Borrower to such Person upon demand and shall be secured by the Security Documents, notwithstanding that such expenditures may, together with the aggregate amount of Advances under the DOE Guaranteed Loan, exceed the amount of the total FFB Credit Facility Commitment;

(vi) otherwise foreclose upon or take possession and cause the sale or disposition of any Collateral in accordance with the Security Documents and the Direct Agreements;

(vii) set off and apply proceeds of any sale or disposition of Collateral to the satisfaction of the Secured Obligations under all of the Loan Documents in accordance with the Security D