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, THE DEED OF TRUST, 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)
THE ADMINISTRATIVE AGENT AND THE ZION ARRANGERS SHALL HAVE
RECEIVED A CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF ENERGYSOLUTIONS
REAFFIRMING AS OF THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT EFFECTIVE DATE
THE PROJECTIONS INCLUDED IN THE CONFIDENTIAL INFORMATION MEMORANDUM OR
DESCRIBING ANY CHANGES THEREIN, WHICH SHALL NOT, INDIVIDUALLY OR IN THE
AGGREGATE, BE MATERIALLY ADVERSE TO THE LENDERS.
(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
AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS.
(IX)
THE ADMINISTRATIVE AGENT AND THE ZION ARRANGERS 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 AND AGREES SUCH LOAN DOCUMENTS
REMAIN IN FULL FORCE AND EFFECT AND (III) AGREES THAT THE SECURITY DOCUMENTS
SECURE ALL OBLIGATIONS OF THE LOAN PARTIES UNDER THE THIRD AMENDED AND RESTATED
CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.
(X)
THE ADMINISTRATIVE AGENT AND THE ZION ARRANGERS SHALL BE
SATISFIED THAT ENERGYSOLUTIONS SHALL HAVE RECEIVED ALL REQUISITE GOVERNMENTAL
AND THIRD PARTIES APPROVALS AND CONSENTS REQUIRED PURSUANT TO THAT CERTAIN ASSET
PURCHASE AGREEMENT, DATED AS OF DECEMBER 11, 2007, BY AND AMONG ENERGYSOLUTIONS,
EXELON AND THE OTHER PARTIES THERETO RELATING TO THE ZION ACQUISITION AND
ENERGYSOLUTIONS' DECOMMISSIONING OBLIGATIONS RELATED THERETO.
67
SECTION 3.2
CONDITIONS PRECEDENT TO EACH LOAN.
The obligation of the Lenders to make each Loan (including the initial Loans
hereunder but excluding (i) a Letter of Credit Loan made by the Revolving
Issuing Bank or a Revolving Lender pursuant to Section 2.2(f), (ii) a Zion L/C
Loan pursuant to Section 2A.1(a), (iii) a conversion of all or a portion of a
Loan from one Type to the other pursuant to Section 2.2(b) or Section 2.2(c) and
(iv) a reborrowing