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; and
(J)
duly executed Notes (to the extent
requested by any Lenders).
(II)
[RESERVED].
(III)
THE ADMINISTRATIVE AGENT AND THE ARRANGER
SHALL HAVE RECEIVED ALL REASONABLE COSTS, FEES, EXPENSES AND OTHER AMOUNTS DUE
AND PAYABLE ON OR PRIOR TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT
EFFECTIVE 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 AND THE ARRANGER)
REQUIRED TO BE REIMBURSED OR PAID BY ENERGYSOLUTIONS, AND FOR WHICH INVOICES
HAVE BEEN PRESENTED TO ENERGYSOLUTIONS ON OR PRIOR TO THE THIRD AMENDED AND
RESTATED CREDIT AGREEMENT EFFECTIVE DATE.
(IV)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
EVIDENCE REASONABLY SATISFACTORY TO THEM THAT ALL MATERIAL NECESSARY
AUTHORIZATIONS, INCLUDING ALL MATERIAL NECESSARY CONSENTS TO THE EXECUTION,
DELIVERY AND PERFORMANCE BY ENERGYSOLUTIONS OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY AND BY THE SUBSIDIARIES OF THE LOAN DOCUMENTS
TO WHICH THEY ARE PARTIES, HAVE BEEN OBTAINED OR MADE, ARE IN FULL FORCE AND
EFFECT AND ARE NOT SUBJECT TO ANY PENDING OR THREATENED REVERSAL OR
CANCELLATION, AND THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE OF
AN AUTHORIZED SIGNATORY SO STATING.
(V)
ALL FINANCING STATEMENTS, EXISTING MORTGAGES
AND OTHER DOCUMENTS RELATING TO THE PERFECTION OF THE LENDER'S LIENS ON AND
SECURITY INTERESTS IN THE COLLATERAL SHALL REMAIN FILED OR RECORDED AS PROVIDED
PURSUANT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND THE SECOND
AMENDED AND RESTATED SECURITY DOCUMENTS.
(VI)
ALL INTERCOMPANY INDEBTEDNESS OF THE LOAN
PARTIES SHALL HAVE BEEN SUBORDINATED TO THEIR RESPECTIVE OBLIGATIONS HEREUNDER,
ON TERMS REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(VII)
[RESERVED].
68
(VIII)
THE LENDERS SHALL HAVE RECEIVED A SOLVENCY
CERTIFICATE, SIGNED BY THE CHIEF FINANCIAL OFFICER OF ENERGYSOLUTIONS AND IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, TOGETHER WITH SUCH
OTHER EVIDENCE REASONABLY REQUESTED BY THE LENDERS, CONFIRMING THE SOLVENCY OF
ENERGYSOLUTIONS, PARENT AND THEIR SUBSIDIARIES ON A CONSOLIDATED BASIS.
(IX)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A LOAN PARTY ACKNOWLEDGMENT, IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS
EXHIBIT S, DATED AS OF THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT WHEREBY
EACH LOAN PARTY (I) RATIFIES AND AFFIRMS ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS EXECUTED BY SUCH LOAN PARTY, (II) ACKNOWLEDGES, RENEWS AND EXTENDS ITS
CONTINUED LIABILITY UNDER ALL SUCH LOAN DOCUMENTS