APPLICABLE, INCLUDING A
CERTIFICATE OF INCUMBENCY WITH RESPECT TO EACH OFFICER OR PARTNER AUTHORIZED TO
EXECUTE LOAN DOCUMENTS ON BEHALF OF SUCH PERSON, TOGETHER WITH APPROPRIATE
ATTACHMENTS WHICH SHALL INCLUDE, WITHOUT LIMITATION, THE FOLLOWING ITEMS:
(A) A
COPY OF THE CERTIFICATE OR ARTICLES OF INCORPORATION OF SUCH PERSON OR
CERTIFICATE OF FORMATION OF SUCH SUBSIDIARY, AS APPLICABLE, CERTIFIED TO BE
TRUE, COMPLETE AND CORRECT BY THE SECRETARY OF STATE OF THE JURISDICTION OF
INCORPORATION OR OF FORMATION OF SUCH SUBSIDIARY, (B) CERTIFICATES OF GOOD
STANDING FOR SUCH PERSON ISSUED BY THE SECRETARY OF STATE OR SIMILAR STATE
OFFICIAL OF EACH STATE IN WHICH SUCH PERSON IS ORGANIZED OR REQUIRED TO QUALIFY
TO DO BUSINESS, (C) A TRUE, COMPLETE AND CORRECT COPY OF THE BY-LAWS, OPERATING
AGREEMENT OR PARTNERSHIP AGREEMENT, AS APPLICABLE, OF SUCH PERSON, AND (D) A
TRUE, COMPLETE AND CORRECT COPY OF THE RESOLUTIONS OF SUCH PERSON AUTHORIZING IT
TO EXECUTE, DELIVER AND PERFORM THE LOAN DOCUMENTS TO WHICH IT IS A PARTY;
(G)
COPIES OF REASONABLY SATISFACTORY INSURANCE BROKERS' LETTERS,
BINDERS OR CERTIFICATES COVERING THE ASSETS OF ENERGYSOLUTIONS AND ITS
SUBSIDIARIES, AND OTHERWISE MEETING AND COVERING THE REQUIREMENTS OF SECTION 5.5
HEREOF;
(H)
DULY EXECUTED SECURITY AGREEMENTS AND PLEDGE AGREEMENTS, TOGETHER
WITH PROPER FINANCING STATEMENTS IN FORM APPROPRIATE FOR FILING UNDER THE
UNIFORM COMMERCIAL CODE OF ALL JURISDICTIONS THAT THE COLLATERAL AGENT MAY DEEM
NECESSARY OR DESIRABLE IN ORDER TO PERFECT AND PROTECT THE FIRST PRIORITY LIENS
AND SECURITY INTERESTS CREATED UNDER THE SECURITY AGREEMENTS, COVERING THE
COLLATERAL DESCRIBED IN THE SECURITY AGREEMENTS; AND
(I)
EVIDENCE THAT ALL OTHER RECORDINGS AND FILINGS OF OR WITH RESPECT
TO EACH SECURITY DOCUMENT SHALL HAVE BEEN COMPLETED AND THAT ALL OTHER ACTIONS
THAT THE ADMINISTRATIVE AGENT MAY REASONABLY DEEM NECESSARY OR DESIRABLE IN
ORDER TO PERFECT AND PROTECT THE LIENS AND SECURITY INTERESTS CREATED UNDER THE
SECURITY DOCUMENTS SHALL HAVE BEEN TAKEN, COMPLETED OR OTHERWISE PROVIDED FOR IN
A MANNER REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT (INCLUDING, WITHOUT
LIMITATION, RECEIPT OF DULY EXECUTED PAYOFF LETTERS AND UCC-3 TERMINATION
STATEMENTS) AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH ASSURANCES,
INCLUDING, WITHOUT LIMITATION, TITLE INSURANCE AND OPINIONS OF COUNSEL, AS THE
ADMINISTRATIVE AGENT MAY DEEM APPROPRIATE TO ESTABLISH THE LOAN PARTIES' TITLE
TO, AND THE DUE CREATION AND PERFECTION OF THE ADMINISTRATIVE AGENT'S LIENS ON
AND SECURITY INTERESTS IN, THE COLLATERAL AND THE ABSENCE OF ANY UNPERMITTED
LIENS ON OR INTERESTS IN THE COLLATERAL, IN FORM AND SUBSTANCE SATISFACTORY TO
THE ADMINISTRATIVE AGENT.
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL REASONABLE COSTS,
FEES, EXPENSES AND OTHER AMOUNTS DUE AND PAYABLE ON OR PRIOR TO THE AGREEMENT
DATE, INCLUDING REIMBURSEMENT OR PAYMENT OF ALL OUT-OF-POCKET EXPENSES
(INCLUDING THE REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF CAHILL
GORDON & REINDEL LLP, COUNSEL FOR THE ADMINISTRATIVE AGENT) REQUIRED TO BE
REIMBURSED OR PAID BY ENERGYSOLUTIONS, AND FOR WHICH INVOICES HAVE BEEN
PRESENTED TO DURATEK ON OR PRIOR TO THE AGREEMENT DATE.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EVIDENCE REASONABLY
SATISFACTORY TO IT THAT ALL