CONTRARY CONTAINED IN THIS AGREEMENT, ANY CONDUIT LENDER MAY (I) WITH NOTICE TO,
BUT WITHOUT PRIOR CONSENT OF, ENERGYSOLUTIONS AND THE ADMINISTRATIVE AGENT AND
WITHOUT PAYING ANY PROCESSING FEE THEREFOR, ASSIGN ALL OR ANY PORTION OF ITS
INTEREST IN ANY LOAN TO THE GRANTING LENDER AND (II) DISCLOSE ON A CONFIDENTIAL
BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS FUNDING OF ADVANCES TO ANY
RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER OF ANY SURETY OR GUARANTEE OR
CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH CONDUIT LENDER.
THIS
SECTION 11.5(H) MAY NOT BE AMENDED WITHOUT THE PRIOR WRITTEN CONSENT OF EACH
GRANTING LENDER ALL OR ANY PART OF WHOSE LOANS ARE BEING FUNDED BY A CONDUIT
LENDER AT THE TIME OF SUCH AMENDMENT.
(I)
NOTWITHSTANDING ANY CONTRARY PROVISION
OF THIS SECTION 11.5, ANY LENDER MAY AT ANY TIME PLEDGE THE OBLIGATIONS HELD BY
IT AND SUCH LENDER'S RIGHTS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO
A FEDERAL RESERVE BANK; PROVIDED THAT NO SUCH PLEDGE TO A FEDERAL RESERVE BANK
SHALL RELEASE SUCH LENDER FROM SUCH LENDER'S OBLIGATIONS HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT.
SECTION 11.6
ACCOUNTING PRINCIPLES.
Except as set forth in the following sentence, references in this Agreement to
GAAP shall be to such principles as defined in Section 1.4, and all accounting
terms used herein without definition shall be used as defined under GAAP.
All
references to Operating Cash Flow, Debt Service and other such terms shall be
deemed to refer to such items of EnergySolutions or Parent and their respective
Subsidiaries on a consolidated basis, consistently applied, unless otherwise
indicated herein.
SECTION 11.7
COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all such separate counterparts shall
together constitute but one and the same instrument.
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SECTION 11.8
GOVERNING LAW AND JURISDICTION.
(A)
THIS AGREEMENT, ANY NOTES AND ANY LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN NEW YORK.
(B)
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM
ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.
EACH
OF THE PARTIES HERETO AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER