HEREUNDER AND UNDER ANY NOTES, AND ALL OTHER
OBLIGATIONS, SHALL THEREUPON AND CONCURRENTLY THEREWITH BECOME DUE AND PAYABLE,
THE PRINCIPAL AMOUNT OF THE LOANS OUTSTANDING HEREUNDER SHALL BEAR INTEREST AT
THE DEFAULT RATE, ALL WITHOUT ANY ACTION BY THE ADMINISTRATIVE AGENT, THE
LENDERS OR THE MAJORITY LENDERS OR ANY OF THEM AND WITHOUT PRESENTMENT, DEMAND,
PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE EXPRESSLY WAIVED, ANYTHING
IN THIS AGREEMENT OR IN THE OTHER LOAN DOCUMENTS TO THE CONTRARY
NOTWITHSTANDING.
(C)
UPON ACCELERATION OF THE OBLIGATIONS, AS
PROVIDED IN SECTION 8.2(A) OR (B), THE ADMINISTRATIVE AGENT AND THE LENDERS
SHALL HAVE ALL OF THE POST-DEFAULT RIGHTS GRANTED TO THEM, OR ANY OF THEM, UNDER
THE LOAN DOCUMENTS AND UNDER APPLICABLE LAW.
(D)
UPON ACCELERATION OF THE OBLIGATIONS, AS
PROVIDED IN SECTION 8.2(A) OR (B), THE ADMINISTRATIVE AGENT, UPON REQUEST OF THE
MAJORITY LENDERS, SHALL HAVE THE RIGHT TO THE APPOINTMENT OF A RECEIVER FOR THE
PROPERTIES AND ASSETS OF ENERGYSOLUTIONS AND ITS RESPECTIVE SUBSIDIARIES, BOTH
TO OPERATE AND TO SELL SUCH PROPERTIES AND ASSETS, AND ENERGYSOLUTIONS, FOR
ITSELF AND ON BEHALF OF ITS RESPECTIVE SUBSIDIARIES, HEREBY CONSENTS TO SUCH
RIGHT AND SUCH APPOINTMENT AND HEREBY WAIVES ANY OBJECTION ENERGYSOLUTIONS OR
ANY SUBSIDIARY MAY HAVE THERETO OR THE RIGHT TO HAVE A BOND OR OTHER SECURITY
POSTED BY THE COLLATERAL AGENT ON BEHALF OF THE SECURED PARTIES, IN CONNECTION
THEREWITH.
(E)
THE RIGHTS AND REMEDIES OF THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS HEREUNDER SHALL BE
CUMULATIVE AND NOT EXCLUSIVE.
SECTION 8.3
PAYMENTS SUBSEQUENT TO
DECLARATION OF EVENT OF DEFAULT.
Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments
and prepayments under this Agreement made to any of the Administrative Agent,
the Collateral Agent or the Lenders or otherwise received by any of such Persons
(from realization on Collateral for the Obligations or otherwise) shall be paid
over to the Administrative Agent (if necessary) and distributed by the
Administrative Agent as follows:
first, to reimburse the reasonable costs and
expenses, if any, incurred in connection with the collection of such payment or
prepayment including, without limitation, any reasonable costs incurred by any
of them in connection with the sale or disposition of any Collateral for the
Secured Obligations; second, to make distributions in accordance with
Section 2.10(c); and third, upon satisfaction in full of all Secured
Obligations, to Duratek or as otherwise required by law.
SECTION 8.4
[RESERVED].
SECTION 8.5
CERTAIN CURE RIGHTS.
(A)
FINANCIAL CONDITION COVENANTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION 8.1, IN THE EVENT
THAT PARENT FAILS TO COMPLY WITH THE REQUIREMENTS OF ANY COVENANTS SET FORTH IN
SECTION 7.7(A) OR (B) (EACH, A "FINANCIAL CONDITION COVENANT"), UNTIL THE
EXPIRATION OF THE 20TH DAY SUBSEQUENT TO THE DATE THE CERTIFICATE CALCULATING
SUCH FINANCIAL CONDITION COVENANT IS REQUIRED TO BE DELIVERED PURSUANT TO
SECTION 6.3, PARENT SHALL HAVE THE RIGHT TO ISSUE EQUITY INTERESTS TO THE EQUITY
SPONSORS FOR CASH, AND, IN EACH CASE, TO CONTRIBUTE ANY SUCH CASH TO