Common use of Discretion in Exercise of Powers Clause in Contracts

Discretion in Exercise of Powers. The Trustee shall have the power to do any and all other acts which the Trustee shall deem proper to effectuate the powers specifically conferred upon it by the Trust Agreements and these Master Terms; provided, however, that this Section 4.11 shall not authorize the Trustee to do any act or participate in any transaction which would (a) contravene any provision of the Trust Agreements or these Master Terms; (b) violate the terms and conditions of, or cause any Trust held under the Trust Agreements not to satisfy Applicable Regulatory Requirements; or (c) disqualify any of the Tax-Qualified Trusts as “nuclear decommissioning reserve funds” under Section 468A. The undersigned, being a duly Authorized Officer of ZionSolutions, LLC, a Delaware limited liability company (“ZionSolutions”), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the ZionSolutions, LLC Tax Qualified Decommissioning Trust—[name of Plant(s)] (the “Trust(s)”), pursuant to Section 2.2(a)(i) of the Master Terms (the “Master Terms”), between ZionSolutions and the Trustee, as follows: (a) There is due and owing to each Payee identified on Exhibit 1 attached hereto (“Payees”) [all/a portion of] the invoiced cost to ZionSolutions for goods or services provided in connection with the Decommissioning and other work required to achieve End State Conditions at the [name of Plant(s)] as evidenced by the Invoice Schedule (with supporting exhibits) attached as Exhibit 1 hereto; (b) All such amounts due and owing to such Payees constitute Qualified Costs; (c) All conditions precedent to the making of this disbursement set forth in any agreement between each such Payee and ZionSolutions have been fulfilled; (d) No Payee is a “disqualified person” within the meaning of Section 4951 or Section 468A by reason of an affiliation with ZionSolutions or, if any are, then the payment constitutes compensation or payment or reimbursement of expenses which are reasonable and necessary to carry out the purpose of the Trust(s) and the payment is not excessive; (e) The payment of the amounts owing meets Applicable Regulatory Requirements, requirements of the Code, and all necessary consents and approvals for such payment have been obtained; (f) Pursuant to Section 2.2(d)(ii) of the Master Terms, Exhibit 2 attached hereto sets forth as of the date of this Disbursement Certificate project costs and expenses incurred for each Major Budget Category in the Project Budget and detailed work breakdown structure line items identified in the level 3 schedule within each Major Budget Category, and furthermore ZionSolutions has complied in all other respects with the requirements of Section 6.21 of the Asset Sale Agreement and the requested disbursement does not exceed any applicable limitation of Section 2.1 of the Master Terms; and (g) Pursuant to Section 2.2(d)(iii) of the Master Terms:

Discretion in Exercise of Powers. The Trustee shall have the power to do any and all other acts which the Trustee shall deem proper to effectuate the powers specifically conferred upon it by the Trust Agreements and these Master Terms; provided, however, that this Section 4.11 shall not authorize the Trustee to do any act or participate in any transaction which would (a) contravene any provision of the Trust Agreements or these Master Terms; (b) violate the terms and conditions of, or cause any Trust held under the Trust Agreements not to satisfy Applicable Regulatory Requirements; or (c) disqualify any of the Tax-Qualified Trusts as “nuclear decommissioning reserve funds” under Section 468A. EXHIBIT A-1 DISBURSEMENT CERTIFICATE Tax-Qualified Decommissioning Trust The undersigned, being a duly Authorized Officer of ZionSolutions, LLC, a Delaware limited liability company (“ZionSolutions”), and, in such capacity, being duly authorized and empowered to execute and deliver this certificate, hereby certifies to the Trustee of the ZionSolutions, LLC Tax Qualified Decommissioning Trust—[name of Plant(s)] (the “Trust(s)”), pursuant to Section 2.2(a)(i) of the Master Terms (the “Master Terms”), between ZionSolutions and the Trustee, as follows: (a) There is due and owing to each Payee identified on Exhibit 1 attached hereto (“Payees”) [all/a portion of] the invoiced cost to ZionSolutions for goods or services provided in connection with the Decommissioning and other work required to achieve End State Conditions at the [name of Plant(s)] as evidenced by the Invoice Schedule (with supporting exhibits) attached as Exhibit 1 hereto; (b) All such amounts due and owing to such Payees constitute Qualified Costs; (c) All conditions precedent to the making of this disbursement set forth in any agreement between each such Payee and ZionSolutions have been fulfilled; (d) No Payee is a “disqualified person” within the meaning of Section 4951 or Section 468A by reason of an affiliation with ZionSolutions or, if any are, then the payment constitutes compensation or payment or reimbursement of expenses which are reasonable and necessary to carry out the purpose of the Trust(s) and the payment is not excessive; (e) The payment of the amounts owing meets Applicable Regulatory Requirements, requirements of the Code, and all necessary consents and approvals for such payment have been obtained; (f) Pursuant to Section 2.2(d)(ii) of the Master Terms, Exhibit 2 attached hereto sets forth as of the date of this Disbursement Certificate project costs and expenses incurred for each Major Budget Category in the Project Budget and detailed work breakdown structure line items identified in the level 3 schedule within each Major Budget Category, and furthermore ZionSolutions has complied in all other respects with the requirements of Section 6.21 of the Asset Sale Agreement and the requested disbursement does not exceed any applicable limitation of Section 2.1 of the Master Terms; and (g) Pursuant to Section 2.2(d)(iii) of the Master Terms: