(B)
EACH LENDER MAY ENTER FREELY INTO
PARTICIPATION AGREEMENTS WITH RESPECT TO OR OTHERWISE GRANT PARTICIPATIONS IN
ITS LOANS AND SYNTHETIC DEPOSITS TO ONE OR MORE BANKS OR OTHER LENDERS OR
FINANCIAL INSTITUTIONS; PROVIDED, HOWEVER, THAT (I) SUCH LENDER'S OBLIGATIONS
HEREUNDER SHALL REMAIN UNCHANGED, (II) SUCH LENDER SHALL REMAIN SOLELY
RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS,
(III) THE PARTICIPANT SHALL NOT BE ENTITLED BY THE BENEFIT OF ITS PARTICIPATION
TO VOTE OR OTHERWISE TAKE ACTION UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, EXCEPT WITH RESPECT TO THE MATTERS REFERRED TO IN SECTION 11.12 HEREOF
RELATING TO THE MATTERS IN WHICH AFFECTED LENDERS ARE REQUIRED TO VOTE OR ALL
LENDERS ARE REQUIRED TO VOTE, (IV) SUCH LENDER SHALL DELIVER TO THE
ADMINISTRATIVE AGENT AND ENERGYSOLUTIONS (IN SUCH NUMBER OF COPIES AS SHALL BE
REASONABLY REQUESTED BY THE RECIPIENT) DULY SIGNED AND PROPERLY COMPLETED COPIES
OF INTERNAL REVENUE SERVICE FORM W-8 IMY (OR ANY SUCCESSOR THERETO) FOR EACH
PARTICIPANT, AND (V) ENERGYSOLUTIONS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY
WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS
HEREUNDER.
IN ADDITION, EACH LENDER MAY SELL UP TO 100%, ASSIGN OR CREATE A
SECURITY INTEREST IN ALL OR ANY PORTION OF ITS RIGHTS HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS TO ANY OTHER PERSON ON AN ASSIGNMENT BASIS; PROVIDED THAT
(A) (I) AT ANY TIME HEREUNDER, SUCH ASSIGNMENT IS TO AN AFFILIATE OF THE
ASSIGNOR, AN APPROVED FUND, ANOTHER LENDER OR ANY CONDUIT LENDER, (II) PRIOR TO
A DATE TO BE SEPARATELY AGREED AMONG ENERGYSOLUTIONS, PARENT AND THE ARRANGER
(THE "SYNDICATION DATE"), SUCH ASSIGNMENT IS MADE BY THE ADMINISTRATIVE AGENT IN
CONNECTION WITH SYNDICATION OF ANY OF THE LOANS, (III) PRIOR TO THE SYNDICATION
DATE, THE ADMINISTRATIVE AGENT HAS GIVEN ITS WRITTEN CONSENT TO THE PROPOSED
ASSIGNEE OF A LENDER HEREUNDER OR (IV) AFTER THE SYNDICATION DATE,
ENERGYSOLUTIONS (UNLESS THERE EXISTS AT THE TIME OF SUCH ASSIGNMENT AN EVENT OF
DEFAULT HEREUNDER) AND THE ADMINISTRATIVE AGENT HAVE GIVEN THEIR PRIOR WRITTEN
CONSENT TO THE PROPOSED ASSIGNEE OF A LENDER HEREUNDER, WHICH CONSENTS SHALL NOT
BE UNREASONABLY DELAYED, CONDITIONED OR WITHHELD, AND (B) EACH SUCH ASSIGNMENT
SHALL BE IN A PRINCIPAL AMOUNT OF NOT LESS THAN THE LESSER OF (I) THE ENTIRE
AMOUNT OF SUCH LENDER'S INTEREST HEREUNDER OR (II) $1,000,000 (CALCULATED FOR
THE TERM LOANS AND THE SYNTHETIC DEPOSITS ON A COMBINED BASIS WITH SUCH LENDER'S
CONTEMPORANEOUS ASSIGNMENT OF ITS DURATEK LOANS) UNLESS AN ASSIGNMENT IS FROM
ONE LENDER TO ANOTHER OR TO AN APPROVED FUND OR AN AFFILIATE OF A LENDER, IN
WHICH CASE THERE SHALL BE NO MINIMUM ASSIGNMENT AMOUNT.
EACH LENDER WHO SELLS
OR ASSIGNS A PORTION OF ITS LOANS OR SYNTHETIC DEPOSITS PURSUANT HERETO SHALL
PAY TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT FEE OF $3,500 WITH RESPECT TO EACH
ASSIGNMENT (EXCEPT THAT ONE SUCH FEE SHALL BE PAYABLE IN CONNECTION WITH
SIMULTANEOUS ASSIGNMENTS (I) TO OR BY TWO OR MORE APPROVED FUNDS AND (II) OF
DURATEK LOANS), SUCH FEE TO