ENTER INTO AFTER THE AGREEMENT DATE OR PERMIT TO
EXIST AFTER THE AGREEMENT DATE ANY NEW AGREEMENT (OTHER THAN THIS AGREEMENT, ANY
DURATEK LOAN DOCUMENT OR ANY OTHER LOAN DOCUMENT) THAT LIMITS OR CONDITIONS THE
ABILITY OF ENERGYSOLUTIONS, PARENT OR ANY OF THEIR RESPECTIVE SUBSIDIARIES TO
CREATE, INCUR, ASSUME OR SUFFER TO EXIST LIENS ON PROPERTY OF SUCH PERSON EXCEPT
THAT THIS SECTION 7.12 SHALL NOT PROHIBIT (A) ANY NEGATIVE PLEDGE INCURRED OR
PROVIDED IN CONNECTION WITH ANY LIEN REFERRED TO IN CLAUSE (E) OF THE DEFINITION
OF "PERMITTED LIEN" IN ARTICLE 1 SOLELY TO THE EXTENT ANY SUCH NEGATIVE PLEDGE
RELATES TO THE PROPERTY SECURED BY OR THE SUBJECT OF SUCH LIEN, (B) ANY
RESTRICTIONS ON ANY SUBSIDIARY OF ENERGYSOLUTIONS UNDER ANY AGREEMENT IN EFFECT
AT THE TIME SUCH SUBSIDIARY BECOMES A SUBSIDIARY OF ENERGYSOLUTIONS OR PARENT,
SO LONG AS SUCH AGREEMENT WAS NOT ENTERED INTO IN CONTEMPLATION OF SUCH PERSON
BECOMING A SUBSIDIARY, (C) ANY AGREEMENTS GOVERNING ANY PURCHASE MONEY LIENS OR
CAPITALIZED LEASE OBLIGATIONS OTHERWISE PERMITTED HEREBY (IN WHICH CASE, ANY
PROHIBITION OR LIMITATION SHALL ONLY BE EFFECTIVE AGAINST THE ASSETS FINANCED
THEREBY), (D) ADDITIONAL PERMITTED DEBT, (E) CUSTOMARY RESTRICTIONS ON
ASSIGNMENT OF CONTRACTS (OTHER THAN ASSIGNMENTS IN FAVOR OF THE COLLATERAL AGENT
FOR THE BENEFIT OF THE SECURED PARTIES) CONTAINED WITHIN SUCH AGREEMENTS,
(F) CUSTOMARY RESTRICTIONS WITH RESPECT TO AN ASSET IMPOSED PURSUANT TO AN
AGREEMENT FOR THE DISPOSITION OF SUCH ASSET (SO LONG AS SUCH DISPOSITION IS
PERMITTED BY SECTION 7.6 HEREOF AND WHICH AGREEMENT IS NOT PROSCRIBED BY A
PROVISION HEREOF OTHER THAN THOSE CONTAINED IN THIS SECTION 7.12), (G) CUSTOMARY
RESTRICTIONS IN JOINT VENTURE AGREEMENTS OF JOINT VENTURES THAT ARE NOT
SUBSIDIARIES AND (H) THIS AGREEMENT AND THE ENERGYSOLUTIONS CREDIT AGREEMENT.
(B)
TO THE EXTENT ANY SPECIAL PURPOSE SUBSIDIARY
IS RESTRICTED OR PROHIBITED BY THE UNITED STATES NUCLEAR REGULATORY COMMISSION
OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL ENTITY, OR BY A COUNTERPARTY TO SUCH
SPECIAL PURPOSE SUBSIDIARY'S SPS PROJECT DOCUMENTATION, FROM GRANTING LIENS ON
SUCH SPECIAL PURPOSE SUBSIDIARY'S ASSETS FOR THE BENEFIT OF THE LENDERS, THEN
SUCH SPECIAL PURPOSE SUBSIDIARY SHALL NOT, AND SHALL CAUSE EACH OF ITS
RESPECTIVE SUBSIDIARIES NOT TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST LIENS,
OTHER THAN PERMITTED LIENS, ON THE PROPERTY OF SUCH SPECIAL PURPOSE SUBSIDIARY
FOR THE BENEFIT OF ANY PERSON THAT IS NOT A COUNTERPARTY TO SUCH SPECIAL PURPOSE
SUBSIDIARY'S SPS PROJECT DOCUMENTATION.
SECTION 7.13
PAYMENT RESTRICTIONS AFFECTING
SUBSIDIARIES.
EnergySolutions or Parent shall not, directly or indirectly, enter into after
the Agreement Date or suffer to exist after the Agreement Date, or permit any
Subsidiary (other than a Special Purpose Subsidiary) to enter into after the
Agreement Date or suffer to exist after the Agreement Date, any new agreement or
arrangement limiting the ability of any of such Subsidiaries to declare or pay
dividends or other distributions in respect of its equity interests or repay or
prepay any Indebtedness owed to, make loans or
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advances to, or otherwise transfer assets to or invest