ON OR
THREATENED AGAINST THE COLLATERAL, EFFECT ANY REPAIRS OR ANY INSURANCE CALLED
FOR BY THE TERMS OF THIS AGREEMENT AND PAY ALL OR ANY PART OF THE PREMIUMS
THEREFOR AND THE COSTS THEREOF;
(I) DIRECT ANY PARTY LIABLE FOR ANY PAYMENT UNDER ANY OF THE
COLLATERAL TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE OR TO BECOME DUE THEREUNDER
DIRECTLY TO THE PLEDGEE OR AS THE PLEDGEE SHALL DIRECT; (II) ASK OR DEMAND FOR,
COLLECT, AND RECEIVE PAYMENT OF AND RECEIPT FOR, ANY AND ALL MONEYS, CLAIMS AND
OTHER AMOUNTS DUE OR TO BECOME DUE AT ANY TIME IN RESPECT OF OR ARISING OUT OF
ANY COLLATERAL; (III) COMMENCE AND PROSECUTE ANY SUITS, ACTIONS OR PROCEEDINGS
AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO COLLECT THE
COLLATERAL OR ANY PORTION THEREOF AND TO ENFORCE ANY OTHER RIGHT IN RESPECT OF
ANY COLLATERAL; (IV) DEFEND ANY SUIT, ACTION OR PROCEEDING BROUGHT AGAINST THE
PLEDGOR WITH RESPECT TO ANY COLLATERAL; (V) SETTLE, COMPROMISE OR ADJUST ANY
SUCH SUIT, ACTION OR PROCEEDING AND, IN CONNECTION THEREWITH, GIVE SUCH
DISCHARGES OR RELEASES AS THE PLEDGEE MAY DEEM APPROPRIATE; AND (VI) GENERALLY,
SELL, TRANSFER, PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL
WITH ANY OF THE COLLATERAL AS FULLY AND COMPLETELY AS THOUGH THE PLEDGEE WERE
THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND DO, AT THE PLEDGEE'S OPTION AND
THE PLEDGOR'S EXPENSE, AT ANY TIME, OR FROM TIME TO TIME, ALL ACTS AND THINGS
WHICH THE PLEDGEE DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE UPON THE
COLLATERAL AND THE PLEDGEE'S SECURITY INTERESTS THEREIN AND TO EFFECT THE INTENT
OF THIS AGREEMENT, ALL AS FULLY AND EFFECTIVELY AS THE PLEDGOR MIGHT DO; AND
10
FOLLOWING AN EVENT OF DEFAULT, TAKE ANY ACTION UNDER THE
LIMITED LIABILITY COMPANY AGREEMENT UNDER WHICH THE PLEDGED INTERESTS ARE ISSUED
THAT MAY BE TAKEN BY THE HOLDER OF THE PLEDGED INTERESTS OR THE HOLDER OF A
PROXY OR POWER OF ATTORNEY WITH RESPECT TO THE PLEDGED INTERESTS.
Anything in this Section 6.1.1 to the contrary notwithstanding, the Pledgee
agrees that it will not exercise any rights under the power of attorney provided
for in this Section 6.1.1 (a) unless an Event of Default shall have occurred and
be continuing; or (b) other than as necessary to seek authorization from NRC for
Pledgee to take possession of or exercise control over the Pledged LLC Interests
or its NRC licensed facility, until first having received issuance of a license
by NRC authorizing such possession or NRC's prior written consent to the
transfer of control of the existing NRC licenses.
6.1.2.
IF THE PLEDGOR FAILS TO PERFORM OR COMPLY WITH ANY OF
ITS AGREEMENTS CONTAINED HEREIN, THE PLEDGEE, AT ITS OPTION, BUT WITHOUT ANY
OBLIGATION SO TO DO, MAY PERFORM OR COMPLY, OR OTHERWISE CAUSE PERFORMANCE OR
COMPLIANCE, WITH SUCH AGREEMENT.
6.1.3.
THE PLEDGOR HEREBY RATIFIES ALL THAT SAID ATTORNEYS
SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.