FORTH BELOW, FROM ANY PERMITTED ASSET
SALES BY DURATEK OR ANY OF ITS SUBSIDIARIES (OTHER THAN ANY EXCLUDED ASSET
SALES) AND (Y) EXCEPT AS SET FORTH IN SECTION 5.5(E) HEREOF, RECEIVED BY DURATEK
OR ANY OF ITS SUBSIDIARIES AS A RESULT OF A CASUALTY OR CONDEMNATION; PROVIDED
THAT IF ENERGYSOLUTIONS IS A SUBSIDIARY OF DURATEK, EACH REFERENCE TO DURATEK
AND/OR ITS SUBSIDIARIES SHALL INCLUDE PARENT AND/OR ITS SUBSIDIARIES.
SUCH
AMOUNT SHALL BE APPLIED ON THE THIRD BUSINESS DAY FOLLOWING RECEIPT THEREOF BY
DURATEK OR THE AFFECTED SUBSIDIARY IN ACCORDANCE WITH SECTION 2.6(B).
DURATEK
SHALL ALSO PREPAY THE LOANS, WITH APPLICATION THERETO IN ACCORDANCE WITH
SECTION 2.6(B), IN RESPECTIVE AMOUNTS EQUAL TO THE AFTER-TAX AMOUNT OF ANY
REFUND, PURCHASE PRICE ADJUSTMENT, CLAIM OR CREDIT ARISING UNDER ANY AGREEMENT
GOVERNING OR RELATING TO ANY ACQUISITION OF ANY ASSETS OR BUSINESS.
NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO ANY NET PROCEEDS REALIZED OR
RECEIVED WITH RESPECT TO ANY PERMITTED ASSET SALES (OTHER THAN ANY EXCLUDED
ASSET SALES), AT THE OPTION OF DURATEK, AND SO LONG AS NO DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, DURATEK MAY REINVEST ALL OR ANY
PORTION OF SUCH NET PROCEEDS IN ASSETS USED OR USEFUL FOR ITS BUSINESS WITHIN
THREE HUNDRED SIXTY-FIVE (365) DAYS FOLLOWING RECEIPT OF SUCH NET PROCEEDS;
PROVIDED, HOWEVER, THAT (I) IF THE PROPERTY SUBJECT TO SUCH ASSET SALE
CONSTITUTED COLLATERAL UNDER THE SECURITY DOCUMENTS, THEN ANY CAPITAL ASSETS
PURCHASED WITH THE NET PROCEEDS THEREOF PURSUANT TO THIS SUBSECTION SHALL BE
MORTGAGED OR PLEDGED, AS THE CASE MAY BE, TO THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE SECURED PARTIES, AND (II) IF ANY NET PROCEEDS ARE NO LONGER
INTENDED TO BE SO REINVESTED AT ANY TIME AFTER DELIVERY OF A NOTICE OF
REINVESTMENT ELECTION, AN AMOUNT EQUAL TO ANY SUCH NET PROCEEDS SHALL BE
IMMEDIATELY APPLIED TO THE PREPAYMENT OF THE LOANS IN ACCORDANCE WITH
SECTION 2.6(B).
FOR THE PURPOSES OF THIS SECTION 2.8(A), IF ENERGYSOLUTIONS IS
A SUBSIDIARY OF DURATEK, ALL REFERENCES TO DURATEK AND/OR ITS SUBSIDIARIES
(I) SHALL INCLUDE PARENT AND/OR ITS SUBSIDIARIES BUT (II) SHALL NOT INCLUDE
ENERGYSOLUTIONS AND/OR ITS SUBSIDIARIES.
(B)
IN ADDITION TO THE SCHEDULED REPAYMENTS PROVIDED FOR IN
SECTION 2.4 HEREOF, DURATEK SHALL PREPAY THE LOANS IN AN AMOUNT EQUAL TO ONE
HUNDRED PERCENT (100%) OF THE NET PROCEEDS RECEIVED AFTER THE ORIGINAL AGREEMENT
DATE FROM ANY INDEBTEDNESS FOR MONEY BORROWED INCURRED BY DURATEK OR ANY OF ITS
SUBSIDIARIES, EXCEPT FOR INDEBTEDNESS FOR MONEY BORROWED (I) PERMITTED BY
SECTION 7.1 HEREOF OR (II) INCURRED IN CONNECTION WITH ANY PERMITTED INVESTMENTS
OR PERMITTED ACQUISITIONS PERMITTED UNDER SECTION 7.6 HEREOF (INCLUDING ANY
INDEBTEDNESS ASSUMED BY ENERGYSOLUTIONS OR ITS RESPECTIVE SUBSIDIARIES IN
CONNECTION WITH ANY SUCH PERMITTED INVESTMENT OR PERMITTED ACQUISITION), TO THE
EXTENT THAT UPON CONSUMMATION OF ANY SUCH PERMITTED INVESTMENT OR PERMITTED
ACQUISITION SUCH NET PROCEEDS WERE INVESTED IN, OR USED TO ACQUIRE, SUCH
PERMITTED INVESTMENT OR PERMITTED ACQUISITION, OTHER THAN, IN THE CASE OF
CLAUSES (I)
30
AND (II), ANY ADDITIONAL PERMITTED DEBT INCURRED