Exhibit 2.3

CLOSING AGREEMENT

This CLOSING AGREEMENT, dated as of August     , 2010 (the "Agreement") is by and among EXELON GENERATION
COMPANY, LLC, a Pennsylvania limited liability company ("Seller"), ZIONSOLUTIONS, LLC, a Delaware limited liability company ("Buyer"),
ENERGYSOLUTIONSLLC, a Utah limited liability company ("Buyer's Parent"), and ENERGYSOLUTIONS,
INC, a Delaware corporation ("Guarantor"). Seller, Buyer, Buyer's Parent, and Guarantor are referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties have entered into the Asset Sale Agreement, dated as of December 11, 2007, and the Amendment to Asset Sale
Agreement, dated as of August 17, 2009 (together, the "Asset Sale Agreement") by and among Seller, Buyer, Buyer's Parent, and Guarantor, pursuant to which Seller agreed, subject to the terms
and conditions of the Asset Sale Agreement, to, among other things, sell, assign, convey, transfer and deliver all of its right, title and interest to the Zion Assets to Buyer;

WHEREAS,
Buyer's Parent has entered into the Performance Guaranty, dated as of December 11, 2007 (the "Performance Guaranty") pursuant to which Buyer's Parent has agreed to
guarantee, when due, all obligations of Buyer under the Asset Sale Agreement, the Lease Agreement, the Put Option Agreement, and the Assignment and Assumption Agreement;

WHEREAS,
Guarantor has entered into the Guaranty, dated as of December 11, 2007 (the "Guaranty") pursuant to which Guarantor has agreed to guarantee, when due, all obligations of
Buyer under the Asset Sale Agreement, the Lease Agreement, the Put Option Agreement, and the Assignment and Assumption Agreement and all obligations of Buyer's Parent under the Asset Sale Agreement
and other agreements described in the Guaranty; and

WHEREAS,
the Parties desire to make various agreements in connection with the intended Closing of the transactions contemplated by the Asset Sale Agreement;

NOW,
THEREFORE, in consideration for the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the Parties agree
as follows:

1.DEFINITIONS AND RULES OF CONSTRUCTION.



2.AMENDMENTS TO AGREEMENTS; CLOSING DELIVERIES.



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3.CLOSING.

The
Closing shall take place on September 1, 2010, subject to the satisfaction of the conditions to Closing set forth in the Asset Sale Agreement and subject to the additional
condition that the estimated aggregate fair market value of the net assets to be transferred to the Buyer QDF and Buyer NDF shall be not less than $770 million after giving effect to the QDF
and NDF transactions and NDF holdbacks described on Schedule 6.12.5 attached hereto. The Closing shall take place at 8:00 A.M., Chicago Time, at the offices of Exelon Corporation, 10
South Dearborn Street, Chicago, Illinois.

4.CONFIRMATION OF GUARANTEES.



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5.MISCELLANEOUS PROVISIONS.



Subject
to applicable law, this Agreement may be amended, modified or supplemented only by written agreement of Seller, Buyer, Buyer's Parent, and Guarantor.



Except
as further amended and modified by this Agreement, the Asset Sale Agreement remains in full force and effect in accordance with its terms. As used in the Asset Sale Agreement,
references to "this Agreement" and the words "herein", "hereof", "hereunder" and words of similar import shall be deemed references to the Asset Sale Agreement as amended by this Agreement; references
in the Asset Sale Agreement to the "Ancillary Agreements" shall be deemed references to the Ancillary Agreements as amended by this Agreement as the same may be amended from time to time; references
in the Ancillary Agreements to the "Asset Sale Agreement" shall be deemed references to the Asset Sale Agreement as amended by this Agreement; and references to "Schedules" in the Asset Sale Agreement
shall be deemed references to the Schedules as amended by this Agreement.



This
Agreement shall be governed by and construed in accordance with the law of the State of Illinois (without giving effect to conflict of law principles) as to all matters, including
matters of validity, construction, effect, performance and remedies.



This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.



Any
term or provision of this Agreement that is held invalid or unenforceable in any situation shall not affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in any other situation.

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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.

EXELON GENERATION COMPANY, LLCBy:Name:Title:ZIONSOLUTIONS, LLCBy:Name:Title:ENERGYSOLUTIONS, LLCBy:Name:Title:ENERGYSOLUTIONS, INC.By:Name:Title:


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APPENDIX AAMENDED AND RESTATED ASSET SALE AGREEMENT

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ZION NUCLEAR POWER STATION, UNITS 1 AND 2        ASSET SALE AGREEMENT        BY AND AMONG        EXELON GENERATION COMPANY, LLC  as SELLER,        ZIONSOLUTIONS,
 LLC  as BUYER,        ENERGYSOLUTIONS, LLC  as BUYER'S PARENT        and        ENERGYSOLUTIONS, INC.  as GUARANTOR

DECEMBER 11, 2007

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TABLE OF CONTENTS

1. DEFINITIONS


11.1.

DEFINITIONS


11.2.

CERTAIN INTERPRETIVE MATTERS


162. PURCHASE AND SALE


172.1.

ZION ASSETS


172.2.

EXCLUDED ASSETS


182.3.

ASSUMED LIABILITIES AND OBLIGATIONS


192.4.

EXCLUDED LIABILITIES


212.5.

CONTROL OF LITIGATION


233. THE CLOSING


243.1.

CLOSING


243.2.

PAYMENT OF PURCHASE PRICE


253.3.

PRORATIONS


253.4.

DELIVERIES BY SELLER


263.5.

DELIVERIES BY BUYER AND BUYER'S PARENT


274. REPRESENTATIONS AND WARRANTIES OF SELLER


284.1.

ORGANIZATION


284.2.

AUTHORITY RELATIVE TO THIS AGREEMENT


284.3.

CONSENTS AND APPROVALS; NO VIOLATION


284.4.

REPORTS


294.5.

ABSENCE OF SELLER MATERIAL ADVERSE EFFECT


294.6.

TITLE AND RELATED MATTERS


294.7.

REAL PROPERTY AGREEMENTS


304.8.

INSURANCE


304.9.

ENVIRONMENTAL MATTERS


304.10.

CERTAIN CONTRACTS AND ARRANGEMENTS


324.11.

LEGAL PROCEEDINGS


324.12.

PERMITS


324.13.

NRC LICENSES


324.14.

REGULATION AS A UTILITY


334.15.

TAX MATTERS


334.16.

QDF


334.17.

NDF


344.18.

COMPLETE COPIES


344.19.

BUYER'S REPRESENTATIONS AND WARRANTIES


345. REPRESENTATIONS AND WARRANTIES OF BUYER AND BUYER'S PARENT


355.1.

ORGANIZATION; QUALIFICATION


355.2.

AUTHORITY RELATIVE TO THIS AGREEMENT


355.3.

CONSENTS AND APPROVALS; NO VIOLATION


365.4.

LEGAL PROCEEDINGS


365.5.

ABSENCE OF BUYER MATERIAL ADVERSE EFFECT; LIABILITIES


375.6.

TRANSFER OF DECOMMISSIONING FUNDS


375.7.

FOREIGN OWNERSHIP OR CONTROL


375.8.

SELLER'S REPRESENTATIONS AND WARRANTIES


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5.9.

PERMIT QUALIFICATIONS


376. COVENANTS OF THE PARTIES


376.1.

SELLER'S CONDUCT OF BUSINESS RELATING TO THE ZION ASSETS


376.2.

BUYER'S AND BUYER'S PARENT CONDUCT OF BUSINESS RELATING TO THE ZION ASSETS


406.3.

ACCESS TO INFORMATION; PROTECTION OF PROPRIETARY INFORMATION


416.4.

EXPENSES


436.5.

FURTHER ASSURANCES; COOPERATION


436.6.

PUBLIC STATEMENTS


446.7.

CONSENTS AND APPROVALS


456.8.

BROKERAGE FEES AND COMMISSIONS


466.9.

TAX MATTERS


476.10.

ADVICE OF CHANGES


486.11.

EMPLOYEES


496.12.

DECOMMISSIONING FUNDS


496.13.

SPENT NUCLEAR FUEL FEES


526.14.

DEPARTMENT OF ENERGY DECONTAMINATION AND DECOMMISSIONING FEES


526.15.

COOPERATION RELATING TO INSURANCE AND PRICE-ANDERSON ACT


526.16.

RELEASE OF SELLER


526.17.

NRC COMMITMENTS


526.18.

DECOMMISSIONING


526.19.

NUCLEAR INSURANCE POLICIES


536.20

Illinois Governmental Authorities


536.21

Project Budget and Schedule


536.22

Claims Against Buyer


597. CONDITIONS


597.1.

CONDITIONS TO OBLIGATIONS OF BUYER


597.2.

CONDITIONS TO OBLIGATIONS OF SELLER


608. INDEMNIFICATION


618.1.

INDEMNIFICATION


618.2.

DEFENSE OF CLAIMS


639. TERMINATION


659.1.

TERMINATION. THIS AGREEMENT MAY BE TERMINATED AS FOLLOWS:


659.2.

EFFECT OF TERMINATION


6610. MISCELLANEOUS PROVISIONS


6610.1.

AMENDMENT AND MODIFICATION


6610.2.

WAIVER OF COMPLIANCE; CONSENTS


6610.3.

SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS


6610.4.

NOTICES


6610.5.

ASSIGNMENT


6810.6.

GOVERNING LAW


6810.7.

COUNTERPARTS


6810.8.

SCHEDULES AND EXHIBITS


6810.9.

ENTIRE AGREEMENT


6910.10.

ACKNOWLEDGMENT; INDEPENDENT DUE DILIGENCE


6910.11.

BULK SALES LAWS


6910.12.

NO JOINT VENTURE


69


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10.13.

CHANGE IN LAW


7010.14.

SEVERABILITY


7010.15.

SPECIFIC PERFORMANCE


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LIST OF EXHIBITS

EXHIBITSExhibit A

Form of Assignment and Assumption AgreementExhibit B

Form of Bill of SaleExhibit C

Form of Lease AgreementExhibit D

Form of Put Option AgreementExhibit E

Form of Pledge AgreementExhibit F

Form of Credit Support AgreementExhibit G

Form of Irrevocable Easement for Disposal CapacityExhibit H

Form of Disposal Services AgreementExhibit J

Form of Leased Personnel AgreementExhibit K

Form of Opinion of Counsel to Buyer, Buyer's Parent and GuarantorExhibit L

Buyer Nuclear Decommissioning Trust Provisions


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ASSET SALE AGREEMENT

This ASSET SALE AGREEMENT, dated as of December 11, 2007 (the "Agreement"), is by and among EXELON GENERATION
COMPANY, LLC, a Pennsylvania limited liability company ("Seller"), ZIONSOLUTIONS, LLC, a Delaware limited liability company ("Buyer"),
ENERGYSOLUTIONS, LLC, a Utah limited liability company ("Buyer's Parent"), and
ENERGYSOLUTIONS, INC. a Delaware corporation ("Guarantor"). Seller, Buyer, Buyer's Parent and Guarantor are referred to individually as a
"Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller owns a one hundred percent (100%) undivided interest in the Zion Energy Center, Units 1 and 2 ("Zion Units"), located
in Zion, Illinois, and certain facilities and other assets associated therewith and ancillary thereto, and is the holder of NRC Operating License Nos. DPR-39 (for Zion Unit 1) and
DPR-48 (for Zion Unit 2);

WHEREAS,
Buyer desires to purchase and assume, and Seller desires to sell and assign, the Zion Assets (as defined below) and certain associated liabilities, upon the terms and conditions
set forth in this Agreement;

WHEREAS,
upon Closing, Seller and Buyer shall execute a Lease Agreement and a Put Option Agreement in the form ofExhibit Cand Exhibit D,respectively;

WHEREAS,
upon the execution of this Agreement, Buyer's Parent has executed and delivered a Performance Guaranty to provide additional assurances of the payment and performance, when due,
of all obligations of Buyer under this Agreement, the Lease Agreement, the Put Option Agreement and other specified Ancillary Agreements, and Guarantor has executed and delivered a Guaranty to provide
additional assurances of the payment and performance, when due, of all obligations of Buyer under this Agreement, the Lease Agreement, the Put Option Agreement and other specified Ancillary Agreements
and the obligations of Buyer's Parent under this Agreement and the Ancillary Agreements to which Buyer's Parent is a party;

WHEREAS,
upon Closing Buyer's Parent shall execute and deliver to Seller a Pledge Agreement, in the form ofExhibit E, to secure
the obligations of Buyer's Parent under the Performance Guaranty;

WHEREAS,
upon Closing, Buyer's Parent and Guarantor shall execute and deliver to Seller a Credit Support Agreement, in the form of Exhibit F, to secure the obligations of Buyer's Parent under the
Performance Guaranty and the obligations of Guarantor under the Guaranty;

WHEREAS,
upon Closing Buyer's Parent or Guarantor shall procure and deliver to the Buyer Backup NDT an Irrevocable Letter of Credit, in the form required by the Credit Support Agreement,
and Buyer's Parent shall execute and deliver to the Backup NDT the Irrevocable Easement for Disposal Capacity, in the form ofExhibit G, and the
Disposal Services Agreement, in the form ofExhibit H, which, together with the Irrevocable Letter of Credit will constitute the Disposal
Capacity Asset established to further secure the obligations of Buyer's Parent under the Performance Guaranty and the obligations of Guarantor under the Guaranty.

NOW,
THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements hereinafter set forth, and intending to be legally bound hereby, the Parties agree as
follows:

6.DEFINITIONS

6.1.Definitions.

As
used in this Agreement, the following terms have the meanings specified in thisSection 6.1.



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6.2.Certain Interpretive Matters.





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7.PURCHASE AND SALE

7.1.Zion Assets.

Upon
the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, pursuant to a Bill of Sale then delivered by Seller to Buyer, Seller will
sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase, assume and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller's
right, title and interest in and to the following assets (other than the Excluded Assets), wherever located (collectively, the "Zion Assets"):



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Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall be construed as conferring on Buyer, Seller is not selling, and Buyer is not acquiring, any
right, title or interest in or to the following specific assets which are hereby excluded from the sale and the definition of Zion Assets (the "Excluded Assets"):



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7.3.Assumed Liabilities and Obligations.

On
the Closing Date, Buyer shall deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge when due, all of
the Liabilities of Seller that relate to the Zion Assets or are otherwise specified below, other than the Excluded Liabilities (collectively, "Assumed Liabilities"),
including:



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7.4.Excluded Liabilities.

Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall be construed to impose on Buyer, and Buyer shall not assume or be obligated to pay, perform or
otherwise discharge, the following Liabilities of Seller (the "Excluded Liabilities"), with all of such Excluded Liabilities remaining as obligations of Seller or an Affiliate of Seller, as
applicable:



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7.5.Control of Litigation.



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8.THE CLOSING

8.1.Closing.



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8.2.Payment of Purchase Price.

Upon
the terms and subject to the satisfaction of the conditions contained in this Agreement, in consideration of the aforesaid sale, assignment, conveyance, transfer and delivery of the
Zion Assets, Buyer will, in consideration for the Zion Assets, assume and agree to pay, perform and discharge as and when due, the Assumed Liabilities (the "Purchase Price").

8.3.Prorations.



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8.4.Deliveries by Seller.

At
the Closing (or, in the case of those items contemplated bySection 8.4.10, on or before the Closing Date), Seller will deliver,
or cause to be delivered, the following to Buyer:



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8.5.Deliveries by Buyer, Buyer's Parent and Guarantor.

At
the Closing, Buyer, Buyer's Parent and Guarantor, as applicable, will deliver, or cause to be delivered, the following to Seller:



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9.REPRESENTATIONS AND WARRANTIES OF SELLER

Seller
hereby represents and warrants to Buyer as follows:

9.1.Organization.

Seller
is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and
authority to own, lease, and operate its properties and to carry on its business as is now being conducted. Copies of the Certificate of Formation and Operating Agreement of Seller, each as amended to
date, have heretofore been made available to Buyer.

9.2.Authority Relative to this Agreement.

Seller
has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The
execution and
delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will have been duly and validly authorized by all necessary corporate
action required on the part of Seller and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the Ancillary Agreements or to consummate the transactions
contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Seller and at Closing, the Ancillary Agreements will be duly and validly executed and delivered by
Seller, and assuming that this Agreement and the applicable Ancillary Agreements constitute valid and binding agreements of Buyer and/or Buyer's Parent, as applicable, and subject to the receipt of
Seller's Required Regulatory Approvals, this Agreement and the Ancillary Agreements constitute the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with their
respective terms.

9.3.Consents and Approvals; No Violation.



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9.4.Reports.

Since
January 1, 2005 Seller has filed or caused to be filed with the applicable state or local utility commissions or regulatory bodies, the NRC, and the Department of Energy, as
the case may be, all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be filed by Seller with respect to the Zion Assets or
the ownership or operation thereof under each of the applicable state public utility laws, the Atomic Energy Act, the Energy Reorganization Act, and the Price-Anderson Act and the respective rules and
regulations thereunder, except for such filings the failure of which to make would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect. All such
filings complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder in effect on the date each such report was filed.

9.5.Absence of Seller Material Adverse Effect.

Since
January 1, 2005, except as set forth inSchedule 4.5, there has not been any Seller Material Adverse Effect.

9.6.Title and Related Matters.

Except
as set forth inSchedule 4.6:



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9.7.Real Property Agreements.

Schedule 4.7lists, as of the date of this Agreement, all real property leases, mortgages, deeds of trust, easements, licenses and
other rights in real property including all material amendments thereto (exclusive of non-current term extensions) (collectively, the "Real Property Agreements") which affect all or any
part of any Real Property and are material to Buyer's possession or occupancy of, or Buyer's intended use of, the Real Property. Except as set forth in Schedule 4.7, all such Real Property
Agreements are valid, binding and enforceable in accordance with their terms, and are in full force and
effect; there are no existing defaults by Seller that, individually or in the aggregate, would reasonably be expected to have a Seller Material Adverse Effect, and, to the Knowledge of Seller, no
event has occurred which (whether with or without notice, lapse of time or both) would constitute a default by Seller that would reasonably be expected to have a Seller Material Adverse Effect.

9.8.Insurance.

Except
as set forth inSchedule 4.8, all material policies of property damage, fire, liability, Nuclear Insurance Policies,
worker's compensation and other forms of insurance relating to the Zion Assets are in full force and effect, all premiums with respect thereto covering all periods up to and including the date of this
Agreement have been paid (other than retroactive premiums which may be payable with respect to ANI or NEIL policies), and no written notice of cancellation, non-renewal or termination has
been received with respect to any such policy which was not replaced on substantially similar terms prior to the date of such cancellation. Except as described in Schedule 4.8, as of the date of
this Agreement, to the Knowledge of Seller, no insurance with respect to the Zion Assets has been refused nor has
its coverage been limited by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance during the past three (3) years, and all required
notices have been sent to insurers to preserve all material claims under the aforementioned insurance policies.

9.9.Environmental Matters.

With
respect to the Zion Station Site, the Zion Assets and the ownership or operation thereof, except as disclosed in Schedule 4.9:



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9.10.Certain Contracts and Arrangements.



9.11.Legal Proceedings.

As
of the date hereof, there are no claims, actions, proceedings or investigations pending or, to the Knowledge of Seller, threatened against or relating to Seller before any court,
arbitrator, mediator or Governmental Authority which, individually or in the aggregate, would reasonably be expected to (i) result in a Seller Material Adverse Effect; (ii) prohibit or
restrain the performance by Seller of this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby; or (iii) result in a material
claim against Buyer for damages as a result of Seller entering into this Agreement or any of the Ancillary Agreements, or of the consummation of the transactions contemplated hereby or thereby. Seller
is not subject to any outstanding judgment, rule, order, writ, injunction or decree of any court, arbitrator or Governmental Authority which, individually or in the aggregate, would reasonably be
expected to have a Seller Material Adverse Effect.

9.12.Permits.



9.13.NRC Licenses.



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9.14.Regulation as a Utility.

Seller
is not, as a result of its ownership or present use of the Zion Assets, subject to regulation as a public utility or public service company (or similar designation) by any state
of the United States (other than Illinois) or any foreign country.

9.15.Tax Matters.

Except
with respect to the portion of the Zion Assets that are part of the QDF, (i) all Tax Returns of Seller required to be filed for taxable periods ended prior to the Closing
Date regarding the ownership, possession or use of the Zion Assets have been filed, and (ii) all Taxes attributable to the ownership, possession or use of the Zion Assets have been paid, except
where such Taxes are being contested in good faith through appropriate proceedings. No notice of deficiency or assessment has been received from any taxing authority with respect to any liabilities
for Taxes of Seller in respect to the Zion Assets that has not been fully paid or finally settled, except for matters that are being contested in good faith through appropriate proceedings.

9.16.QDF.



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9.17.NDF.



9.18.Complete Copies.

To
the Knowledge of Seller, Buyer or Buyer's Parent has been provided access to true, complete and unredacted copies of the emergency preparedness assets and agreements, Transferable
Permits, NRC Commitments, Real Property Agreements and Seller's Agreements.

9.19.Buyer's Representations and Warranties.

As
of the date hereof, Seller does not have any Knowledge (without independent investigation of inquiry by or on behalf of Seller or any officer or employee of Seller or its Affiliates)
of any breaches of any of Buyer's representations or warranties.

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10.REPRESENTATIONS AND WARRANTIES OF BUYER AND BUYER'S PARENT

Buyer,
Buyer's Parent and Guarantor represent and warrant to Seller as follows:

10.1.Organization; Qualification..



10.2.Authority Relative to this Agreement.

Each
of Buyer, Buyer's Parent and Guarantor has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, as applicable, and to consummate
the transactions contemplated hereby or thereby. The execution and delivery of this Agreement and the Ancillary Agreements as applicable, and the consummation of the transactions contemplated hereby
or thereby, will have been duly and validly authorized by all necessary corporate action required on the part of each of Buyer, Buyer's Parent and Guarantor, and no other corporate proceedings on the
part of Buyer, Buyer's Parent or Guarantor are necessary to authorize this Agreement and the Ancillary Agreements, as applicable, or to consummate the transactions contemplated hereby or thereby. This

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Agreement
has been duly and validly executed and delivered by each of Buyer, Buyer's Parent and Guarantor, and assuming that this Agreement constitutes a valid and binding agreement of Seller and
subject to the receipt of the Required Regulatory Approvals, constitutes a valid and binding agreement of each of Buyer, Buyer's Parent and Guarantor, enforceable against each of Buyer, Buyer's Parent
and Guarantor in accordance with its terms. Each of the Ancillary Agreements to which Buyer, Buyer's Parent or Guarantor is a party, when executed and delivered at the Closing by Buyer, Buyer's Parent
and/or Guarantor, as applicable, will constitute a valid and binding agreement of Buyer, Buyer's Parent and/or Guarantor, as applicable, enforceable against Buyer, Buyer's Parent and Guarantor, as
applicable, in accordance with its terms.

10.3.Consents and Approvals; No Violation.



10.4.Legal Proceedings.

There
are no claims, actions, proceedings or investigations pending or, to the Knowledge of Buyer, Buyer's Parent or Guarantor, threatened against Buyer, Buyer's Parent or Guarantor
before any court, arbitrator, mediator or Governmental Authority which, individually or in the aggregate, would reasonably be expected to (i) result in a Buyer Material Adverse Effect;
(ii) prohibit or restrain the performance by Buyer or Buyer's Parent of this Agreement or any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.
Neither Buyer, Buyer's Parent nor Guarantor is subject to any outstanding Governmental Orders which would have a Buyer Material Adverse Effect.

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10.5.Absence of Buyer Material Adverse Effect; Liabilities.

Since
January 1, 2005 there has not been any Buyer Material Adverse Effect. Except as disclosed inSchedule 5.5or the
financial statements described inSection 5.1.2, neither Buyer, Buyer's Parent nor Guarantor has incurred debt for borrowed money or guaranteed
the indebtedness of any other Person. The real estate described in the Irrevocable Easement for Disposal Capacity is not subject to any Encumbrance, except as set forth in Schedule 5.5. Buyer has
no assets or Liabilities, other than assets represented by capital contributed to Buyer by Buyer's Parent and assets and
Liabilities existing by reason of this Agreement or the Ancillary Agreements. Buyer has not incurred, created or assumed any Encumbrance on any of its properties, revenues or rights, whether now owned
or hereafter acquired.

10.6.Transfer of Decommissioning Funds.

The
Buyer QDF and the Post-Closing Decommissioning Trust Agreement will, upon receipt of the private letter rulings described in Schedule 5.3.2satisfy the requirements of Section 468A of the Code
and the regulations promulgated thereunder. The
Post-Closing Trust Agreement for the Buyer QDF and the Buyer NDF will satisfy the NRC's requirements for decommissioning trust provisions in 10 C.F.R. 50.75(h)(i) and the requirements
under the Laws of the State of Illinois.

10.7.Foreign Ownership or Control.

Buyer
or, if applicable, Buyer's Parent and Guarantor conform to the restrictions on foreign ownership, control or domination contained in Sections 103d and 104d of the Atomic
Energy Act of 1954, as applicable, and the NRC's regulations in 10 C.F.R. § 50.38. Neither Buyer, Buyer's Parent nor Guarantor is currently owned, controlled or dominated by a
foreign entity and neither will become owned, controlled, or dominated by a foreign entity before the Closing.

10.8.Seller's Representations and Warranties.

As
of the date hereof, Buyer, Buyer's Parent and Guarantor have no Knowledge (without independent investigation or inquiry by or on behalf of any officer or employee of Buyer, Buyer's
Parent, Guarantor or their Affiliates) of any breaches of any of Seller's representations or warranties.

10.9.Permit Qualifications.

Buyer
will be, as the owner of the Zion Assets, qualified to hold any Permits and Environmental Permits.

11.COVENANTS OF THE PARTIES

11.1.Seller's Conduct of Business Relating to the Zion Assets.



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11.1.1.1

sell, lease, pledge, mortgage, encumber, restrict, dispose of, grant any right with respect to the Zion Assets if such action would reasonably be expected to have a Seller Material Adverse Effect;provided,however, the foregoing shall not be construed to restrict in any way Seller's ability to sell NDF assets and withdraw NDF funds in order for Seller to meet its
obligations hereunder and complete the transfers contemplated bySection 11.12;11.1.1.2

materially amend, extend or voluntarily terminate prior to the expiration date thereof any of Seller's Agreements or the Real Property Agreements or any material Permit or Environmental Permit or waive any default by,
or release, settle or compromise any claim against, any other party thereto, other than (a) in the ordinary course of business, to the extent consistent with Good Utility Practices, (b) with cause, to the extent consistent with Good Utility
Practices, or (c) as may be permitted bySection 11.10.1or otherwise required in connection with Seller's obligations to Buyer under this Agreement;11.1.1.3

amend in any material respect or cancel any property, liability or casualty insurance policies related to the Zion Assets, or fail to use Commercially Reasonable Efforts to maintain by self insurance or with
financially responsible insurance companies insurance on the Zion Assets in such amounts and against such risks and losses as are customary for such assets and businesses;11.1.1.4

move to the Zion Station Site any Nuclear Materials or Hazardous Materials;11.1.1.5

incur any obligation or commitment related to the Zion Assets, other than Excluded Liabilities and the reimbursement obligation from the NDF of not more than $1 million per month after December 31, 2006 for
SAFSTOR and decommissioning planning activities, other than those conducted by Buyer's Parent and Buyer or their contractors, and exigent or emergent expenses incurred by Seller in accordance with Good Utility Practices after discussion with
Buyer;11.1.1.6

other than in the ordinary course of business or as required by Law or a Collective Bargaining Agreement or other agreements as in existence through the Closing Date or as permitted under the Leased Personnel
Agreement, (i) hire any Zion Employee (other than to replace a Zion Employee who may have resigned or been terminated); (ii) increase the compensation or benefits payable to any Zion Employee; or (iii) transfer or terminate any Zion
Employee (other than for cause or with consent of the Buyer or through voluntary termination or retirement);11.1.1.7

other than in the ordinary course of business or as required by Law or a Collective Bargaining Agreement or other agreements as in existence through the Closing Date or as permitted under the Leased Personnel
Agreement, enter into any new Collective Bargaining Agreements;11.1.1.8

settle any claim or litigation that results in any material obligation imposed on the Zion Assets that could reasonably be likely to continue past the Closing Date;


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11.1.1.9

enter into any individual requirements contract for goods or any commitment or contract for non-employment related services that will constitute an Assumed Liability and be delivered or provided after the Closing Date
or such other date as the Parties mutually agree to be the date on which the Closing is expected to occur that exceeds One Hundred Thousand Dollars ($100,000) per annum, unless such commitment or contract is terminable by Seller (or after the Closing
Date by Buyer) upon not more than ninety (90) days notice without penalty or cancellation charge;11.1.1.10

except as required by any Law or accounting principles generally accepted in the United States, change, in any material respect, its Tax practice or policy (including making new Tax elections or changing Tax elections
and settling Tax controversies not in the ordinary course of business) with respect to the Zion Assets to the extent such change or settlement would be binding on Buyer and have a Seller Material Adverse Effect;11.1.1.11

knowingly engage in any practice, take any action, fail to take any action, or enter into any transaction through the Closing Date that will result or may reasonably be anticipated to result in any misrepresentation
or breach of any warranty of Seller hereunder as of the Closing Date;11.1.1.12

amend Seller's Decommissioning Trust Agreements in any way that would materially alter the business and investment practices with respect to the QDF and NDF; or11.1.1.13

agree to enter into any of the transactions set forth in the foregoing provisions of thisSection 11.1.1.




11.1.2.1

Make all required deposits to the QDF and the NDF and cause the Trustee to pay all Taxes, expenses and fees relating to the QDF and the NDF for the period that ends on the Closing Date;11.1.2.2

Notify Buyer of any material amendments to Seller's Decommissioning Trust Agreements;11.1.2.3

Make available to Buyer monthly statements of assets of the QDF;11.1.2.4

Make available to Buyer monthly statements of assets of the NDF; and11.1.2.5

To the extent permitted by Law, accommodate Buyer's reasonable requests regarding the investments (e.g., categories or specific) to be held by the NDF assets to be transferred to the Buyer NDF;provided,however, that the NDF shall be responsible for any Taxes resulting from such requests without reimbursement from Seller.


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11.2.Buyer's, Buyer's Parent and Guarantor's Conduct of Business Relating to the Zion Assets.



11.2.1.1

Amend Buyer's Certificate of Formation or Operating Agreement without the prior written consent of Seller;11.2.1.2

Engage in any business activity or incur any Liability by or on behalf of Buyer, except as necessary in connection with the transactions contemplated by this Agreement;11.2.1.3

Knowingly engage in any practice, take any action, fail to take any action, or enter into any transaction that will result or may reasonably be anticipated to result in any misrepresentation or breach of any warranty
or covenant of Buyer, Buyer's Parent or Guarantor hereunder or under the Ancillary Agreements;11.2.1.4

Be or become owned, controlled or dominated by a foreign entity; or11.2.1.5

Agree to take any action or enter into any transaction that would violate the foregoing provisions of thisSection 11.2.1.




11.2.2.1

As soon as available and in any event within sixty (60) days after the end of each of the first three quarters of each fiscal year of Buyer's Parent, a copy of Buyer's Parent's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission with respect to such quarter (or, if Buyer's Parent is not required to file a Quarterly Report on Form 10-Q, a copy of an unaudited consolidated balance sheet of Buyer's Parent as of the end
of such quarter and the related consolidated statement of income of Buyer's Parent for the portion of the fiscal year of Buyer's Parent ending on the last day of such quarter, in each case prepared in accordance with generally accepted accounting
principles, subject to the absence of footnotes and to year-end audit adjustments), together with a certificate of the chief financial officer of Buyer's Parent to the effect that such financial statements fairly present the consolidated financial
condition of Buyer's Parent as of the date thereof and results of operations for the period then ended;11.2.2.2

As soon as available and in any event within one-hundred five (105) days after the end of each fiscal year of Buyer's Parent, a copy of Buyer's Parent's Annual Report on Form 10-K filed with the Securities
and Exchange Commission with respect to such fiscal year (or, if Buyer's Parent is not required to file an Annual Report on Form 10-K, an audited copy of a consolidated balance sheet of Buyer's Parent as of the last day of such fiscal year and
the related audited consolidated statements of income, retained earnings and cash flows of Buyer's Parent for such fiscal year, together with an opinion of Ernst & Young LLP or other certified public accountants of recognized national
standing); and11.2.2.3

As promptly as reasonably practicable, such other information concerning Buyer or Buyer's Parent as Seller may reasonably request in order to verify the accuracy of the representations and warranties of Buyer and
Buyer's Parent.


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11.3.Access to Information; Protection of Proprietary Information.



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11.4.Expenses.



11.5.Further Assurances; Cooperation.



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11.6.Public Statements.

Upon
or immediately following the execution and delivery of this Agreement, the Parties will issue a joint press release or coordinated separate press releases concerning this Agreement
and the transactions contemplated hereby, in form and substance to be mutually agreed. Subsequent to the initial joint press release or separate press releases contemplated by the preceding sentence
and prior to the Closing Date, the Parties shall not issue any further press release or other public disclosure (other than required filings and other required public statements or testimony before
regulatory authorities) with respect to this Agreement or the transactions contemplated hereby without first affording the non-disclosing Party the opportunity to review and comment on
such press release or public disclosure, except as may be required by applicable Law or stock exchange rules. On or immediately following the Closing Date, the Parties will issue a joint press release
or coordinated separate press releases concerning the consummation of the transactions contemplated hereby, in form

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and
substance to be mutually agreed. The Parties shall reasonably cooperate in matters relating to the content and timing of public announcements and other public disclosures (other than required
filings and other required public statements or testimony before regulatory authorities) relating to this Agreement or the transactions contemplated hereby.

11.7.Consents and Approvals.



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11.8.Brokerage Fees and Commissions.

Seller,
on the one hand, and Buyer, Buyer's Parent and Guarantor, on the other hand, each represents and warrants to the other that no broker, finder or other Person is entitled to any
brokerage fees, commissions or finder's fees in connection with the transactions contemplated hereby by reason of any action taken by the Party making such representation. Seller, on the one hand, and
Buyer, Buyer's Parent and Guarantor, on the other hand, will pay to the other or otherwise discharge, and will indemnify and hold the other harmless from and against, any and all claims or liabilities
for all brokerage fees, commissions and finder's fees incurred by reason of any action taken by the indemnifying party.

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11.9.Tax Matters.



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11.10.Advice of Changes.



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11.11.Employees.

On
or before the Closing Date, Buyer may, in its discretion, make offers of employment to persons employed by Seller or its Affiliates at the Zion Station Site for employment with Buyer
to commence on or following the Closing Date. Any such person who receives and accepts any such offer of employment with Buyer shall become a Transferred Employee as of the Closing Date. On or before
the Closing Date, Buyer, Buyer's Parent and Seller shall execute and deliver the Leased Personnel Agreement, which shall govern matters relating to Zion Employees.

11.12.Decommissioning Funds.



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11.13.Spent Nuclear Fuel Fees.

Between
the date hereof and the Closing Date, and at all times thereafter, Seller will remain liable for all Spent Nuclear Fuel Fees and any other fees associated with electricity
generated at Zion Station and sold prior to the Closing Date, and Buyer shall have no Liability or responsibility therefor.

11.14.Department of Energy Decontamination and Decommissioning Fees.

Seller
will continue to pay all Department of Energy Decontamination and Decommissioning Fees relating to Nuclear Fuel purchased and consumed at Zion Station prior to the Closing Date,
including all annual Special Assessment invoices (if any) to be issued after the Closing Date by the Department of Energy, as contemplated by its regulations at 10 C.F.R. Part 766 implementing
Sections 1801, 1802, and 1803 of the Atomic Energy Act.

11.15.Cooperation Relating to Insurance and Price-Anderson Act.

Until
the Closing, Seller will maintain, or cause to be maintained, in effect (a) insurance in amounts and against such risks and losses as is customary in the commercial nuclear
power industry and (b) not less than the level of property damage and liability insurance for the Facilities as in effect on the date hereof. Seller shall cooperate with Buyer's efforts to
obtain insurance, including insurance required under the Price-Anderson Act or other Nuclear Laws with respect to the Zion Assets. In addition, subject to Buyer's written commitment to satisfy its
indemnification obligations underSection 8.1.1, Seller agrees to use Commercially Reasonable Efforts to assist Buyer in making any claims
against pre-Closing insurance policies that may provide coverage related to Assumed Liabilities. Buyer shall reimburse Seller for its reasonable out-of-pocket
expenses
incurred in providing such assistance and cooperation and shall not take any action which shall adversely affect any residual rights of Seller in such insurance policies.

11.16.Release of Seller.

Buyer
shall use Commercially Reasonable Efforts to support Seller's efforts to obtain a written release of Seller effective as of the Closing with respect to obligations arising on or
after the Closing Date under any of the Seller's Agreements assigned to Buyer hereunder.

11.17.NRC Commitments.

Seller
(until the Closing) and Buyer (after the Closing) shall maintain and use the Facilities and the Zion Assets in accordance with the NRC Commitments, the NRC Licenses, applicable
NRC regulations and policies and with applicable Laws, including Nuclear Laws.

11.18.Decommissioning.

Buyer
shall commit to the NRC, the ICC (if required) and other applicable Governmental Authorities that Buyer will complete, at its expense, the Decommissioning of the Facilities and the
Zion Station Site (except for the onsite storage of Spent Nuclear Fuel), and that it will complete all Decommissioning activities in accordance with all Nuclear Laws and Environmental Laws, including
applicable requirements of the Atomic Energy Act and the NRC's rules, regulations, orders and guidance thereunder. In the event that the NRC, the ICC or other Governmental Authority requires Buyer to
provide Decommissioning funding assurance in an amount in excess of the Decommissioning Funds, Buyer, Buyer's Parent and/or Guarantor (or such other entity as shall be acceptable to the NRC) shall
post a guaranty or other financial assurances or take such other action as is sufficient to cover such excess Decommissioning funding in such form as required by the such Governmental Authority.

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11.19.Nuclear Insurance Policies.

On
and after the Closing Date, Buyer shall, at its own expense, at all times during the Lease Term and thereafter to the extent required by the Lease, carry, maintain and provide Seller
upon its request with appropriate evidence of the nuclear insurance Buyer is required to procure and keep in force pursuant to the Lease and any other insurance coverage required by applicable Law.



If
requested by the ICC or any other Illinois Governmental Authority ("Illinois Authorities"), Buyer, Buyer's Parent and Guarantor will appear before said Illinois Authorities and
present testimony, respond to interrogatories and requests for discovery, or otherwise provide information requested by Illinois Authorities regarding the management, financial condition and financial
resources, corporate structure, ownership and control, engineering systems, designs, techniques, processes and know-how, costs of operation and Decommissioning work, business relationships
with Affiliates, contractual terms, projections and other matters of interest identified by Illinois Authorities. Buyer, Buyer's Parent and Guarantor will commit to any record-keeping and
record-retention requests that Illinois Authorities may impose or that ComEd may reasonably request. Seller and Buyer, Buyer's Parent and Guarantor shall cooperate in responding or dealing with
Illinois Authorities on matters that relate to the performance of this Agreement or the transactions contemplated hereby. Buyer, Buyer's Parent and Guarantor shall keep Seller and ComEd informed of
any inquiries by, or communications with, Illinois Authorities relating to the Zion Assets, Decommissioning the Zion Assets, or the Site. The Parties agree that Seller will take the lead in developing
plans to address and respond to matters raised by Illinois Authorities.



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12.CONDITIONS

12.1.Conditions to Obligations of Buyer.

The
obligations of Buyer to purchase the Zion Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the
Closing Date (or the waiver by Buyer) of the following conditions:



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12.2.Conditions to Obligations of Seller.

The
obligation of Seller to sell the Zion Assets and to consummate the other transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing
Date (or the waiver by Seller) of the following conditions:



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13.INDEMNIFICATION

13.1.Indemnification.



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13.2.Defense of Claims.



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14.TERMINATION

14.1.Termination.This Agreement may be terminated as follows:



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14.2.Effect of Termination.

In
the event of termination of this Agreement by Seller or Buyer pursuant toSection 14.1, written notice thereof shall promptly be
given by the terminating Party to the other Party or Parties, and this Agreement shall immediately become void and there shall be no liability on the part of any Party; provided,however, that nothing in this Agreement shall relieve a Party from liability for any willful
breach of or willful failure to perform under this Agreement, it being understood that the provisions of this Agreement requiring each Party to use Commercially Reasonable Efforts to secure approvals
of Governmental Authorities shall not diminish the rights of any Party to terminate this Agreement underSection 9.1.3.

15.MISCELLANEOUS PROVISIONS

15.1.Amendment and Modification.

Subject
to applicable law, this Agreement may be amended, modified or supplemented only by written agreement of Seller and Buyer; provided,however, that the
written consent of ComEd shall be required to amend Sections 7.3.3,7.3.5and8.1.1under which ComEd
is a third-party beneficiary.

15.2.Waiver of Compliance; Consents.

Except
as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party
entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver of such obligation, covenant, agreement or condition shall not operate as a
waiver of, or estoppel with respect to, any subsequent failure to comply therewith.

15.3.Survival of Representations, Warranties, Covenants and Obligations.



15.4.Notices.

All
notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile transmission, or mailed by overnight courier or
registered or certified mail (return receipt requested), postage prepaid, to the recipient Party at its address (or at

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such
other address or facsimile number for a Party as shall be specified by like notice;provided, however, that notices of a change of address shall be
effective only upon receipt thereof):



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15.5.Assignment.

This
Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Buyer, Buyer's Parent or Guarantor, including by operation of law, without the prior written consent of Seller,
such consent not to be unreasonably withheld, nor is this Agreement intended (except as specifically provided herein) to confer upon any other Person except the Parties any rights, interests,
obligations or remedies hereunder. Any assignment in contravention of the foregoing sentence shall be null and void and without legal effect on the rights and obligations of the Parties. No provision
of this Agreement shall create any third party beneficiary rights in any employee or former employee of Seller (including any beneficiary or dependent thereof) in respect of continued employment or
resumed employment, and no provision of this Agreement shall create any rights in any such Persons in respect of any benefits that may be provided, directly or indirectly, under any employee benefit
plan or arrangement except as expressly provided for thereunder. In the event Buyer assigns this Agreement with the consent of Seller pursuant to this Section 15.5, such assignee shall be defined
as "Buyer" for all purposes hereunder thereafter.

15.6.Governing Law.

This
Agreement shall be governed by and construed in accordance with the law of the State of Illinois (without giving effect to conflict of law principles) as to all matters, including
matters of validity, construction, effect, performance and remedies, except to the extent the Federal Arbitration Act would otherwise apply to the provisions of Section 6.21.9. THE PARTIES AGREE
THAT VENUE IN ANY AND ALL ACTIONS AND PROCEEDINGS RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE IN
THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS (EASTERN DIVISION) OR ANY STATE COURT SITUATED THEREIN. THE FOREGOING COURTS SHALL HAVE EXCLUSIVE JURISDICTION FOR SUCH PURPOSE
AND THE PARTIES IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. SERVICE
OF PROCESS MAY BE MADE IN ANY MANNER RECOGNIZED BY SUCH COURTS. EACH OF THE PARTIES IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15.7.Counterparts.

This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.8.Schedules and Exhibits.

Except
as otherwise provided in this Agreement, all Exhibits and Schedules referred to herein are intended to be and hereby are specifically made a part of this Agreement. Any fact or
item disclosed on any Schedule to this Agreement shall be deemed disclosed on all other Schedules to this Agreement to which such fact or item may reasonably apply so long as such disclosure is in
sufficient detail to enable a Party to identify the facts or items to which it applies. Any fact or item disclosed on any Schedule hereto shall not by reason only of such inclusion be deemed to be
material and shall not be employed as a point of reference in determining any standard of materiality under this Agreement.

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15.9.Entire Agreement.

This
Agreement, the Confidentiality Agreements and the Ancillary Agreements, including the Exhibits, Schedules, documents, certificates and instruments referred to herein or therein, and
any other documents that specifically reference thisSection 15.9, embody the entire agreement and understanding of the Parties in respect of the
transactions contemplated by this Agreement and shall supersede all previous oral and written and all contemporaneous oral negotiations, commitments and understandings including, without limitation,
all letters, memoranda or other documents or communications, whether oral, written or electronic, submitted or made by (i) either Buyer, Buyer's Parent or Guarantor or their Representatives to
Seller or its Representatives, or (ii) Seller or its Representatives to either Buyer, Buyer's Parent or Guarantor or their Representatives, in connection with the sale process that occurred
prior to the execution of this Agreement or otherwise in connection with the negotiation and execution of this Agreement. No communications by or on behalf of Seller, including responses to any
questions or inquiries, whether orally, in writing or electronically, and no information provided in any data room or any copies of any information from any data room provided to Buyer or Buyer's
Parent or any other information shall be deemed to (i) constitute a representation, warranty, covenant, undertaking or agreement of Seller or (ii) be part of this Agreement.

15.10.Acknowledgment; Independent Due Diligence.

Buyer,
Buyer's Parent and Guarantor acknowledge that Seller has not made any representation or warranty, express or implied, as to the accuracy or completeness of any information
regarding the Facilities not included in this Agreement and the Schedules hereto. Buyer and Buyer's Parent further acknowledge that: (i) Buyer, Buyer's Parent and Guarantor, either alone or
together with any individuals or entities that Buyer, Buyer's Parent or Guarantor has retained to advise it with respect to the transactions contemplated by this Agreement, has knowledge and
experience in transactions of this type
and in the business to which the Facilities relate and is therefore capable of evaluating the risks and merits of acquiring the Facilities; (ii) Buyer has relied on its own independent
investigation, and has not relied on any information or representations furnished by Seller or any representative or agent of Seller (except as specifically set forth in this Agreement), in
determining to enter into this Agreement; (iii) neither Seller nor any representative or agent of Seller has given any investment, legal or other advice or rendered any opinion as to whether
the purchase of the Facilities is prudent, and Buyer, Buyer's Parent and Guarantor are not relying on any representation or warranty by Seller or any Affiliate, representative or agent of Seller
except as set forth in this Agreement; (iv) Buyer, Buyer's Parent and Guarantor have made independently and without reliance on Seller (except to the extent that Buyer, Buyer's Parent and
Guarantor have relied on the representations and warranties of Seller in this Agreement) their own analysis of the Zion Assets and of Seller for the purpose of acquiring the Zion Assets as Buyer,
Buyer's Parent and Guarantor considered appropriate to make their evaluation.

15.11.Bulk Sales Laws.

Buyer
acknowledges that, notwithstanding anything in this Agreement to the contrary, Seller will not comply with the provision of the bulk sales laws of any jurisdiction in connection
with the transactions contemplated by this Agreement. Buyer hereby waives compliance by Seller with the provisions of the bulk sales laws of all applicable jurisdictions.

15.12.No Joint Venture.

Nothing
in this Agreement creates or is intended to create an association, trust, partnership, joint venture or other entity or similar legal relationship among the Parties, or impose a
trust, partnership or fiduciary duty, obligation, or liability on or with respect to the Parties. Except as expressly provided herein, no Party is or shall act as or be the agent or representative of
any other Party.

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15.13.Change in Law.

If
and to the extent that any Laws or regulations that govern any aspect of this Agreement shall change, so as to make any aspect of this transaction unlawful, then the Parties agree to
make such modifications to this Agreement as may be reasonably necessary for this Agreement to accommodate any such legal or regulatory changes, without materially changing the overall benefits or
consideration expected hereunder by any Party.

15.14.Severability.

Any
term or provision of this Agreement that is held invalid or unenforceable in any situation shall not affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in any other situation;provided, however, that the remaining terms and
provisions of this Agreement may be enforced only to the extent that such enforcement in the absence of any
invalid terms and provisions would not result in (i) deprivation of a Party of a material aspect of its original bargain upon execution of this Agreement or any of the Ancillary Agreements,
(ii) unjust enrichment of a Party, or (iii) any other manifestly unfair or inequitable result.

15.15.Specific Performance.

Each
Party acknowledges and agrees that the other Party or Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with
their specific terms or otherwise are breached. Accordingly, each Party agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and provisions hereof in addition to any other remedy to which it may be entitled, at law or in equity.

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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.

EXELON GENERATION COMPANY, LLCBy:Name:Title:ZION SOLUTIONS, LLCBy:Name:Title:ENERGYSOLUTIONS, LLCBy:Name:Title:ENERGYSOLUTIONS, INC.By:Name:Title:


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