Exhibit 4.1

EXECUTION VERSION

LOAN GUARANTEE AGREEMENT

dated as of February 20, 2014

between

GEORGIA POWER COMPANY, as Borrower,

and

U.S. DEPARTMENT OF ENERGY, as Guarantor

Plant Vogtle Nuclear Units 3&4

Burke County, Georgia

Table of Contents

Page

Table of Contents

Page

Table of Contents

Page

Table of Contents

Page

LOAN GUARANTEE AGREEMENT

This LOAN GUARANTEE AGREEMENT (this “ Agreement ”), dated as of February 20, 2014, 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 Alvin W. Vogtle Electric Generating Plant located in Burke 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, the Borrower has requested, for the purpose of financing a portion of its ownership interest in the Project, that:

(i)    FFB enter into the FFB Note Purchase Agreement to evidence its 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 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 FFB Promissory Note pursuant to the DOE Guarantee;

WHEREAS, the execution of this Agreement is a condition precedent to DOE’s issuance of the DOE Guarantee, and FFB’s receipt of the DOE Guarantee is a condition precedent to FFB’s execution of the 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

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.

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

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.

(1)    Of the nuclear fuel costs, $169,472,487 represent Ineligible Project Costs.

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.

2.3.1. 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 (except that the eighteen (18) Business Day, twenty (20) Business Day and twenty-five (25) Business Day requirements shall not apply in the case of the initial Advance). Without DOE’s written consent, the Borrower may not request an Advance more frequently than once per calendar quarter.

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

2.4.1. 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 (except that such fifteen (15) Business Day requirement shall not apply in the case of the initial 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 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 Agreement) 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.

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.

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.

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.

If DOE receives any notice from FFB pursuant to Section 14(a)(3)(B) of the 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

3.1.1. 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.

3.2.1. 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 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 Note 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).

3.3.1. 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 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 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 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 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 EPC Contract . To the extent the proceeds of any Advances are used to fund any amounts in dispute with the EPC Contractor, and, following the resolution of the dispute, the Borrower receives any payments from the EPC 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.

(c) Casualty Loss Proceeds .

(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.

(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 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 Note, 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.

(a) Prior to or concurrently with the issuance of the 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 DOE Guarantee, as determined by DOE and approved by OMB (the “ DOE Guaranteed Loan Credit Subsidy Cost ”), and (iii) in accordance with clause (c) of this Section 3.4 , the initial 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 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 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 following account, or to such other account as may be specified by DOE from time to time.

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 Agreement, (ii) paid by DOE with respect to the DOE Guarantee 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.

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

The obligation of the Guarantor to issue the DOE Guarantee and forward to FFB the FFB Advance Request Approval Notice with respect to the initial 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 Guarantee Issuance Date and to their continued satisfaction on the Advance Notice Date and the Advance Date for the initial Advance.

4.1.1. Loan Documents .

DOE shall have received 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 Agreement;

(iii) the FFB Promissory Note;

(iv) the DOE Guarantee; and

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

(c) Security Documents . Each of the following Security Documents:

(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 the date hereof, among the Borrower, the EPC Contractor and the Collateral Agent;

(iv) the Consent to Assignment, dated as of the date hereof, 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;

(v) the Consent to Assignment, dated as of the date hereof, among Toshiba Corporation, the Borrower and the Collateral Agent; and

(vi) the Consent to Assignment, dated as of the date hereof, among The Shaw Group, Inc., the Borrower and the Collateral Agent.

4.1.2. Principal Project Documents .

(a) DOE shall have received 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 (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) 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; and

(6) the Operating Agreement.

(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 . The EPC Contract.

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

(1) the Westinghouse Fuel Assembly Agreement;

(2) the Westinghouse License Agreement; and

(3) the Software License.

(iii) the Toshiba Guarantee.

(iv) the Shaw 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 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 copies of each order entered by the Georgia PSC on the semi-annual 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 copies of each order in Georgia PSC Dockets 31958 and 32539 (the “ NCCR Tariff Orders ”) through the Guarantee Issuance Date, which orders relate to the Borrower’s ability to recover financing 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 December 31, 2012 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 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 associated with the Borrower’s Undivided Interest through the NCCR Tariff,

(iii) except for the Certificate, 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) no appeals of the Certificate, the Construction Monitoring Orders or the NCCR Tariff Orders are pending and, except as set forth on Schedule 4.1.4(d)(iv) , 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 ) as 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:

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

(b) the Summary Project Milestone Schedule;

(c) the Project Milestone Schedule;

(d) the Construction Budget;

(e) the Advance Schedule; and

(f) projections for 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) the most recent audited and unaudited Financial Statements from each of the Borrower and Chicago Bridge & Iron Company N.V. and the most recent audited Financial Statements with respect to Toshiba Corporation, 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 the Borrower’s delivery of Financial Statements of Chicago Bridge & Iron Company N.V. and Toshiba Corporation, the Borrower is making no representations or warranties with respect to such Financial Statements.

(ii) Current Reports on Form 8-K . DOE 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 Moody’s, 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 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) 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 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, (y) are to be paid with the proceeds of the initial Advance, or (z) 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. Notice to Proceed .

DOE shall have received a copy of the “Full Notice to Proceed” (as defined in the EPC Contract), certified by the Borrower as a true, complete and correct copy.

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, (y) are to be paid with the

proceeds of the requested Advance, or (z) 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;

(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, (C) the Project Milestone Schedule, (D) the Advance Schedule and (E) 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:

(a) one or more opinions of special counsel to the Borrower and the Operator with respect to matters of New York, Georgia and Federal law and the General Corporation Law of the State of Delaware, including (i) due authorization, execution and delivery and enforceability of the Loan Documents, the Owner Documents, the Nuclear Operating Agreement and the Letter Agreement for Construction Services, in each case to which each such Major Project Participant 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 the requirements of applicable Georgia law (Official Code of Georgia Annotated, 46-3A-1 through 46-3A-11), (2) construct and operate the Project (other than those Governmental Approvals not required to be obtained as of such date), (3) enter into such Loan Documents, 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 such Major Project Participant;

(b) opinion of in-house counsel to Westinghouse Electric Company LLC with respect to, among other things, due authorization, execution and delivery of the Transaction Documents to which Westinghouse Electric Company LLC is a party;

(c) opinion of in-house counsel to Stone & Webster, Inc. with respect to, among other things, due authorization, execution and delivery of the Transaction Documents to which Stone & Webster, Inc. is a party; and

(d) opinion of Balch & Bingham LLP, special Georgia counsel to the Owners’ Agent, with respect to, among other things, the enforceability of the EPC Contract, the Software License, the Westinghouse Fuel Assembly Agreement and the Westinghouse License Agreement.

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 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 (i) evidence of the Borrower’s ownership of fee simple title, under the relevant laws of the State of Georgia, to the real estate comprising the Borrower’s Undivided Interest subject only to Permitted Liens and the December 2013 Mechanic’s Lien Exception, (ii) the Required Survey with respect to the Project Site, and (iii) an ALTA Form 2006 Mortgagee Policy of Title Insurance (or similar policy form) issued by the Title Company, with such coinsurers or reinsurers as may be reasonably acceptable to DOE,

in the aggregate amount of not less than one hundred million Dollars ($100,000,000) insuring as of the Guarantee Issuance Date that the Deed to Secure Debt creates a first and prior Lien and security title on Borrower’s Undivided Interest in and to the Project Site (subject only to Permitted Liens and the December 2013 Mechanic’s Lien Exception) and containing all endorsements requested by DOE and available in the State of Georgia.

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; Compliance with NEPA .

(a) 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).

(b) Compliance with NEPA . DOE has (i) issued an Environmental Impact Statement for the Project pursuant to NEPA, (ii) issued a Record of Decision with respect to the Project and (iii) received evidence of satisfaction of and compliance with all material additional environmental requirements specified in the Environmental Impact Statement (or referenced therein) and required to be complied with as of the Guarantee Issuance Date, and (iv) with respect to any environmental requirements specified in the Environmental Impact Statement (or referenced therein) and required to be complied with after the Guarantee Issuance Date, DOE is satisfied with the Borrower’s plan to comply with such requirements.

4.1.22. Fuel Supply and Disposal .

DOE shall have received evidence, including a certification from the Lender’s Engineer, that the implementation plans for the Project are sufficient to provide 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).

4.1.23. Conditions Precedent to Each Advance .

Each condition precedent to an Advance under Section 4.2 shall have been satisfied (with any reference in Section 4.2 to an Advance Date being deemed for purposes of this Section 4.1.23 to refer to the Guarantee Issuance Date).

4.1.24. Conditions Precedent in FFB Credit Facility Documents .

Each condition precedent to the initial Advance under the FFB Credit Facility Documents shall have been satisfied as determined by FFB and DOE, as applicable.

4.1.25. 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 EPC Contract or any other contract necessary for the construction of the Project have been satisfied.

4.1.26. 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 has registered in the SAM 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.

4.1.27. 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.

4.1.28. DOE Approvals .

DOE has received each of the following: (i) evidence that OMB has reviewed and approved DOE’s calculation of the 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 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.

4.1.29. Davis-Bacon 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 Davis-Bacon Requirements, except to the extent that the Davis-Bacon 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 Davis-Bacon 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 identified in this Section 4.1.29 is being delivered and (d) attaching a copy of the Davis-Bacon and Related Acts Compliance Program and certifying that such copy is a true, correct and complete copy of the Davis-Bacon and Related Acts Compliance Program.

4.1.30. 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 Act, 2009, P.L. No. 111-8, Division C, Title III, as amended by Section 408 of the Supplemental Appropriations Act, 2009, P.L. No. 111-32 (the “ Appropriations Act ”).

4.1.31. Westinghouse Letter Agreement .

DOE shall have received a fully executed original counterpart of the Westinghouse Letter Agreement.

4.1.32. Cargo Preference Act .

DOE shall have received a fully executed copy of that letter agreement dated January 8, 2014, between the Borrower and the United States Maritime Administration (the “ CPA Agreement ”), certified by the Borrower to be true, correct and complete.

4.1.33. Borrower Appropriations Act Certificate .

DOE shall have received the Borrower Appropriations Act Certificate.

4.1.34. MEAG Appropriations Act Certificate .

DOE shall have received the MEAG Appropriations Act Certificate.

The obligation of the Guarantor to guarantee each Advance, including the initial 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 Project Milestone Schedule, 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 EPC Contractor that is the subject of such Advance Notice (whether via direct payment to the EPC Contractor or via reimbursement to the Borrower), (b) lien waivers and releases, in the form attached as Exhibit H (which form 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) for all advances after the initial Advance, each invoice for Project Costs (other than invoices of the EPC Contractor, invoices previously delivered and invoices with respect to Project Costs incurred through September 30, 2013) that (i) is the subject of such Advance Notice and (ii) is in an amount that exceeds one hundred thousand Dollars ($100,000), (d) for all Advances after the initial Advance, a spreadsheet in substantially the form attached hereto as Exhibit M , (e) for all advances after the initial Advance, a sample of between thirty (30) and fifty (50) of any invoices for Project Costs that are the subject of such Advance Notice (other than the invoices specified in clauses (a) and (c) of this Section 4.2.2 ) and, if requested by DOE or the Lender’s Engineer, any additional invoices of the type described in this clause (e) that are not included in such sample to the extent the Lender’s Engineer reasonably determines that a review of additional invoices is necessary in light of matters identified in the Lender’s Engineer’s review of such sample, and (f) in the case of the invoice for the final payment from the Owners under the EPC Contract, the EPC Contractor’s affidavit in the form attached as Exhibit I (which form 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 EPC 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

(b) a Lender’s Engineer Certificate, substantially in the form of Exhibit D-2 , dated as of the 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 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.

4.2.8. Title Continuation .

DOE shall have received a construction bringdown endorsement (dated as of a date not earlier than five (5) Business Days prior to the relevant Advance Date) insuring that the Deed to Secure Debt remains a first priority Lien on the Borrower’s unencumbered fee title, under the relevant laws of the State of Georgia, to 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.

4.2.9. Davis-Bacon Requirements .  

DOE shall have received a Borrower Certificate, dated as of the Advance Date, (a) certifying that the Borrower and, to the DBA Knowledge of Borrower, all DBA Contract Parties are in material compliance with all Davis-Bacon Requirements, except to the extent that the Davis-Bacon 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 Davis-Bacon 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 Davis-Bacon Requirements has been cured, and (e) certifying that there have been no updates to the Davis-Bacon and Related Acts Compliance Program or, if there have been any updates to the Davis-Bacon 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.

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 to the 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.

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 Note, 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.

(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.

(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.

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.

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.

(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.

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.

(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.

(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 .

(a) Pursuant to the EPC Contract, the Software License, 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 (x) 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 (y) 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.

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

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.

(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).

(c) Each Principal Project Document is in full force and effect.

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

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 Project Milestone Schedule, the Summary Project Milestone Schedule, 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.

(b) The Project Milestone Schedule and the Summary Project Milestone Schedule are consistent with the most recent Construction Monitoring Report filed by the Borrower with the Georgia PSC.

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.

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.

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.

(a) Davis-Bacon Requirements . The Borrower and, to the DBA Knowledge of the Borrower, all DBA Contract Parties are in material compliance with all Davis-Bacon Requirements, except to the extent that the Davis-Bacon 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 “ Davis-Bacon and Related Acts Compliance Program ”) designed to (i) ensure material compliance with all Davis-Bacon Requirements and (ii) provide reasonable assurance that information relating to compliance with the Davis-Bacon 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 Davis-Bacon Requirements (and each of the Persons referred to in this subclause (ii) are identified by name and position in the Davis-Bacon 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) EPC Contractor .

(i) None of the EPC Contractor, Chicago Bridge & Iron Company N.V., Toshiba Corporation, The Shaw Group, Inc. 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 EPC Contract, the EPC Contractor: (A) represented and warranted that neither it nor any of its “principals” (as defined in 7 C.F.R. Part 3017) was debarred, suspended, proposed for debarment, voluntarily excluded or declared ineligible by any Federal department or agency from participation in any “covered transaction” (as defined in 7 C.F.R. Part 3017), (B) agreed to comply with Subpart C (“Responsibilities of Participants Regarding Transactions”) of 7 C.F.R. Part 3017 in connection with the planning, design, licensing, acquisition, construction, completion, startup, renewal, addition, replacement, and modification of the Project and (C) agreed to cause each party performing services or providing goods (1) which relate to the planning, design, licensing, acquisition, construction, completion, startup, renewal, addition, replacement, and modification of the Project or future capital improvements related thereto and (2) the payments for which are expected to equal or exceed twenty-five thousand Dollars ($25,000) (or such other amount as is specified from time to time in 7 C.F.R. § 3017.220), to provide a representation and warranty and agreement substantially identical to the representation and warranty and agreement in clauses (A) and (B) above.

(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.

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.

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.

(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.

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).

If the EPC Contract has been terminated, DOE has approved any documents, instruments or agreements (if any) 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:

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 EPC 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 EPC Contractor shall be provided to DOE and shall also be provided to the Lender’s Engineer in hard copy 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 EPC Contractor’s monthly project status report delivered to the Borrower pursuant to Section 3.4(b) ( Monthly Status Report ) of the EPC Contract (the “ EPC Contractor Monthly Report ”) with respect to such month, which copy 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 EPC 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 EPC Contractor 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 EPC Contractor, then such copy shall be provided via the Restricted Data Site.

(v) The following shall be included in one or more of the Monthly Construction Reports furnished to DOE each month:

(1) the status and progress of the development, planning, design, licensing, 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 and Project Milestone Schedule, inclusive of both the Owners’ and the EPC Contractor’s scope of services, along with an explanation of reasons for any change to or deviations from the most recent prior Construction Budget and Project Milestone Schedule; provided , however , that if the Borrower determines that such Project Milestone Schedule contains confidential trade secret and proprietary information of the EPC Contractor, then such Project Milestone Schedule shall be provided via the Restricted Data Site;

(3) a Transmission Facilities project report summarizing major activities, budget, schedule and issues specifically affecting design, construction and startup of Transmission Facilities;

(4) 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; and

(5) 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 Project Milestone Schedule 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 EPC Contractor Monthly Report 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.

(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 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 ); and

(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;

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 EPC 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 EPC Contract, the Toshiba Guarantee, the Shaw Guarantee, the Software License, 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 EPC Contract, the Toshiba Guarantee, the Shaw Guarantee, the Software License, 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 EPC 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 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; and

(vi) any petition or proceeding initiating a general rate case for the Borrower.

(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 Toshiba Guarantee, the Shaw 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 EPC Contractor 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)(iii) , all Southern Nuclear Monthly Reports that are required to be made available via the Restricted Data Site pursuant to Section 6.1(a)(iv) , 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(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, Chadbourne & Parke LLP, and nuclear regulatory specialist attorneys with DOE’s outside legal counsel for nuclear regulatory matters, Hunton & Williams 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 Toshiba Guarantee, the Shaw 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(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” or a “competitor of Stone & Webster” (as each such term is 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 EPC Contractor’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 . 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” or a “competitor of Stone & Webster” (as each such term is 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” or a “competitor of Stone & Webster”. 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, such reports or other documents may have such 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 either or both EPC Contractors (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 EPC Contractor for disclosure of Contractor Non-Disclosable Information (as defined in the EPC Contract) pursuant to Section 19.3(e) of the EPC Contract. To the extent that the Borrower obtains permission from either or both EPC Contractors (as applicable) to disclose such redacted information through its exercise of the procedures set forth in Section 19.3(e) of the EPC Contract, 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 either or both EPC Contractors (as applicable) to the Borrower in accordance with the procedures set forth in Section 19.3(e) of the EPC Contract; and

(B)     sensitive or protected information of the EPC 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)(i) , (ii) , (iii) , (iv) or (v)(2) , 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” or a “competitor of Stone & Webster” (as each 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;

(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 "Non-Continuing Owner" (as defined in the Owners Direct Agreement) under the EPC Contract or (y) the "Ownership Interest" (as defined in the Ownership Agreement) of any Non-Continuing Owner; or

(C)    following any termination of the EPC Contract, any potential transferee of DOE’s rights under the Westinghouse Letter Agreement; 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 business days prior to providing access to such potential transferee(s) such that the Borrower may notify the EPC Contractor 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 EPC Contractor, with such acceptance not to be unreasonably withheld;

(2) the Borrower shall promptly provide to DOE complete, unredacted hard copies of the EPC Contract, the Westinghouse Fuel Assembly Agreement, the Westinghouse License Agreement, the Software License, the BEACON Software Agreement (if any), any of the EPC Contractor 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.

(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.

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.

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) .

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.

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

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.

(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.

(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.

(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 EPC Contract and the related IP Agreements in accordance with the requirements of Section 2.08 of the Owners Direct Agreement.

(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.

(c) Program Requirements . The Borrower shall comply with all Program Requirements.

(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 EPC Contractor, Chicago Bridge & Iron Company N.V., Toshiba Corporation, The Shaw Group, Inc. 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) Davis-Bacon Act .

(i) In accordance with Section 1702(k) of Title XVII, beginning on the 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 Davis-Bacon 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 Davis-Bacon 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 10 Business Days after it obtains DBA Knowledge of: (a) receipt by the Borrower of any complaint alleging non-compliance with the Davis-Bacon Act or (b) any non-compliance with the Davis-Bacon 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 Davis-Bacon Act Covered Contract after the Guarantee Issuance Date; (B) materially change the scope of work of any Davis-Bacon Act Covered Contract; or (C) exercise any option to extend the term of a Davis-Bacon 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, “ Davis-Bacon 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 an y option described in subclause (C) above; and (3) any other information requested by DOE relating to such Davis-Bacon Action. This information shall be provided no less than ten (10) Business Days prior to the occurrence of such Davis-Bacon Action.

(iv) The Borrower shall update the Davis-Bacon and Related Acts Compliance Program as necessary and appropriate so that such program (A) remains designed to (1) ensure material compliance with all Davis-Bacon Requirements and (2) provide reasonable assurance that information relating to compliance with the Davis-Bacon 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 Davis-Bacon 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 Davis-Bacon 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 Davis-Bacon 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 EPC Contractor, Chicago Bridge & Iron Company N.V.,

Toshiba Corporation, The Shaw Group, Inc. 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 EPC Contractor, Chicago Bridge & Iron Company N.V., Toshiba Corporation, The Shaw Group, Inc. 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) SAM Registration . The Borrower shall maintain its SAM registration at all times.

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 EPC Contract to suspend all work under the EPC Contract for the Owners’ convenience, provided, however, that only concurrent notice of any such action to suspend all work under the EPC Contract 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.

ARTICLE 7

NEGATIVE COVENANTS

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

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.

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) .

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.

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 EPC Contract:

(i) Section 3.5(t) ( Contractor Responsibilities - Royalties and Fees );

(ii) Section 15.3 ( Intellectual Property Indemnity );

(iii) Section 20.1(e) ( Representations and Warranties of Contractor - Intellectual Property Rights );

(iv) Article 29 ( Assignment );

(v) Section 3.5(u)(iv) ( Contractor Responsibilities - Subcontracting - Flow-Down Clauses ), 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 EPC Contract or any subcontract thereunder or (B) the assignability of (or obligation of the EPC 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;

(vi) Section 3.5(u)(viii) ( Contractor Responsibilities - Subcontracting - Assignment of Subcontracts ), 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 EPC Contract or any subcontract thereunder or (B) the assignability of (or obligation of the EPC 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;

(vii) Section 17.2(a) ( Maximum Total Liability ) to the extent that such amendment, modification, replacement, supplement, consent or waiver could reasonably be expected to limit the EPC Contractor’s liability in connection with its indemnification obligations under Section 15.3 ( Intellectual Property Indemnity ) of the EPC Contract;

(b) the Software License;

(c) the Shaw Guarantee;

(d) the Toshiba Guarantee;

(e) any provisions of the Owner Documents that are listed in Schedule 7.4 ;

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

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

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

(ii) Article XIX ( Assignment and Transfer ); or

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

(i) Article VII ( Intellectual Property Rights );

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

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

For the avoidance of doubt, nothing in this Section 7.4 shall prohibit the Borrower from terminating the EPC Contract and the related IP Agreements in accordance with the requirements of Section 2.08 of the Owners Direct Agreement.

Notwithstanding anything to the contrary herein, neither Borrower nor the Operator will be required to obtain DOE’s consent to (a) 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 or (b) the agreements, consents, waivers and amendments, or the effectiveness of any or all of them, as set forth in the MEAG SPV Amendments.

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.

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.

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.

(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(r) , which shall be applicable to the Borrower without regard to the provisions of Section 7.7(e) .

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.

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.

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.

(a) After Substantial Completion of both Units (as each such term is defined in the EPC Contract), 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

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 EPC Contract, Owner Documents or Owners Direct Agreement . 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 Moody’s 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 Moody’s, Ba1 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 . This Agreement or any of the other Loan Documents (other than the DOE Guarantee) 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, (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.

(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; 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 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 Agreement and Sections 23 and 24 of the FFB Promissory Note, 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 the 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 Note as the subaccount of the Secretary (U.S. Treasury Department, ABA No. , TREAS NYC/CTR/BNF= , OBI= ) (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 the 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 Note, to exercise any and all remedies with respect to any “default” under the 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 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.

(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 Documents and the Direct Agreements;

(viii) cure defaults in accordance with the Security Documents and the Direct Agreements;

(ix) charge interest at the FFB Late Charge Rate on any amounts not paid when due;

(x) proceed to protect and enforce its rights and remedies by appropriate proceedings, including to enforce the payment of any amount due and payable under the Loan Documents, for damages, or for the specific performance of any provision of this Agreement or any other Transaction Document;

(xi) exercise any and all rights and remedies available to it under any of the Transaction Documents with respect to the Project, the Borrower, the Owners and any other Project Participant and under the Collateral or otherwise under Governmental Rules; and

(xii) take such other actions as DOE may reasonably require to provide for the care, preservation, protection, and maintenance of all Collateral so as to enable the United States to achieve maximum recovery upon default by the Borrower on the DOE Guaranteed Loan.

Upon the occurrence of an Event of Default referred to in Section 8.1(m) , (a) the FFB Credit Facility Commitment shall automatically be terminated, and (b) the DOE Guaranteed Loan and the Secured Obligations, together with interest accrued thereon and all other amounts due in respect of the DOE Guaranteed Loan and the Secured Obligations, shall immediately mature and become due and payable, without any presentment, demand, diligence, protest, notice of acceleration, or other notice of any kind, all of which the Borrower hereby expressly waives to the extent permitted by Governmental Rule.

At any time when an Event of Default has occurred and is continuing, DOE shall be entitled, by delivery of Remedies Instructions to the Collateral Agent, to:

(a) direct the Collateral Agent to exercise, or refrain from exercising any right, remedy, power or privilege available to or conferred upon it with respect to the Collateral or

otherwise under this Agreement, the Security Documents or any other Loan Document to which it is a party; and

(b) direct the time, place and manner in which the Collateral Agent is to exercise any such right, remedy, power or privilege.

Notwithstanding any appointment of a receiver, subject to mandatory provisions of Governmental Rule, the Secured Parties shall be entitled to retain possession and control of all cash, cash equivalents and investments held by, or deposited with, them or their agents or nominees pursuant to any provision of this Agreement or any other Security Document or Loan Document.

DOE may itself exercise any right given to the Collateral Agent in this Article 8 or otherwise in the Loan Documents.

ARTICLE 9

REIMBURSEMENT AGREEMENT

If the Borrower defaults in any payment due to FFB under the DOE Guaranteed Loan or otherwise under any FFB Credit Facility Document, and as a result of such payment default by the Borrower, the Guarantor makes any payments to FFB pursuant to the DOE Guarantee (a “ DOE Guarantee Payment ”), the Borrower shall become immediately obligated to reimburse the Guarantor in an amount (the “ DOE Guarantee Payment Amount ”) equal to the sum of (i) all DOE Guarantee Payments paid by the Guarantor to FFB, and (ii) all fees, costs, expenses and other amounts incurred by the Guarantor in connection therewith, whether by payment to FFB or otherwise; provided , however , that (x) any DOE Guarantee Payment shall not operate to satisfy the Borrower’s obligations to FFB under the DOE Guaranteed Loan or otherwise under the FFB Credit Facility Documents and (y) to the extent of any DOE Guarantee Payment, DOE shall be deemed hereunder to have been granted a participation in any or all of FFB’s rights under the Loan Documents and, to the extent applicable, with respect to the Collateral. Any DOE Guarantee Payment Amount shall be due and payable to DOE by the Borrower on the same day as the date on which DOE made payment of the DOE Guarantee Payment to which it relates.

9.2.1. Interest .

The Borrower shall pay to the Guarantor an amount (the “ Borrower Reimbursement Obligations ”) equal to the sum of (i) the DOE Guarantee Payment Amount, and (ii) interest on the DOE Guarantee Payment Amount from the date the DOE Guarantee Payment was paid by the Guarantor under the DOE Guarantee until payment in full by the Borrower to the Guarantor

of the DOE Guarantee Payment Amount, at the FFB Late Charge Rate at the time of the payment default by the Borrower.

9.2.2. Method of Payment .

The Borrower shall make each payment with respect to Borrower Reimbursement Obligations hereunder (a “ Borrower Reimbursement Payment ”), irrespective of any right of counterclaim or set off, in Dollars and in immediately available funds by wire transfer to the following account, or to such other account as may be specified by the Guarantor in writing to the Borrower from time to time:

9.2.3. Taxes .

All Borrower Reimbursement Payments by the Borrower hereunder shall be made in accordance with Section 3.1.2 .

9.2.4. Determinations .

The parties to this Agreement agree that each determination by DOE of an amount of interest or fees payable hereunder shall be conclusive and binding for all purposes, absent manifest error.

To the fullest extent permitted by law, the Borrower Reimbursement Obligations are absolute, irrevocable and unconditional, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances whatsoever, including the following circumstances, whether or not with notice to or the consent of the Borrower:

(a) the occurrence, or the failure by DOE or any other Secured Party or any other Person to give notice to the Borrower of the occurrence, of any Event of Default or Potential Default under this Agreement or any default under any of the other Loan Documents;

(b) the extension of the time for performance of any obligations, covenants or agreements of any Person under or arising out of any of the Loan Documents;

(c) the existence of any claim, set off, counterclaim, defense or other rights of any kind or nature that (A) the Borrower, DOE or any other Person may have at any time against FFB or any transferee, or (B) the Borrower or any other Person may have at any time against DOE, whether in connection with the Loan Documents, the transactions contemplated therein or any unrelated transactions;

(d) any failure, omission or delay on the part of (i) DOE to assert a defense to a DOE Guarantee Payment Amount under the DOE Guarantee or to otherwise contest the DOE

Guarantee, or (ii) DOE or any other Secured Party or the Borrower to enforce, assert or exercise any other right, power or remedy conferred by this Agreement or any of the Loan Documents;

(e) the taking or the omission on the part of DOE or any other Secured Party or the Borrower of any other actions or remedies referred to in any of the Loan Documents;

(f) the compromise, settlement, release, modification, amendment (whether material or otherwise) or termination of any or all of the obligations, conditions, covenants or agreements of any Person in respect of any of the Loan Documents;

(g) any amendment or waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements of any Person contained in any of the Loan Documents;

(h) the exchange, surrender, substitution or modification of any security for any of the Loan Documents;

(i) any disability, incapacity or lack of powers, authority or legal personality of or dissolution or change in the status of the Borrower or any other Person;

(j) any release, irregularity, invalidity, illegality, lack of genuineness, unenforceability or modification affecting this Agreement, the DOE Guarantee, the DOE Guaranteed Loan, or the other Loan Documents, or the transactions contemplated hereby or thereby;

(k) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of, the marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings that affect the Borrower or any other Person party to any of the Loan Documents;

(l) the release or discharge by operation of law of the Borrower from the performance or observance of any obligation, covenant or agreement contained in any of the Loan Documents;

(m) any statement or any other document presented under the DOE Guarantee proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(n) any determination by a court or arbitrator, or any settlement of a disputed claim by any party hereto or other Person, relating to this Agreement, the DOE Guarantee, or the other Loan Documents, or the transactions contemplated hereby or thereby;

(o) any promptness, diligence, presentment, demand of payment, protest, notice of dishonor or nonpayment of any liabilities of the Borrower, suit or taking of other action by DOE or any other Secured Party against any party liable thereon; or

(p) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing.

9.4.1. Borrower Reimbursement Obligations Secured .

The parties expressly acknowledge that the Collateral pledged and assigned under the Security Documents is pledged and assigned to secure payment by the Borrower of the Borrower Reimbursement Obligations.

9.4.2. Actions .