(other than a Special Purpose Subsidiary) to create or issue any
preferred capital stock, limited partnership interest, general partnership
interest, or other securities or other equity or ownership interest except for
(a) preferred capital stock, limited partnership interests, general partnership
interests, and other securities and other equity and ownership interests
outstanding on the Agreement Date or (b) preferred capital stock, limited
partnership interests, general partnership interests, or other securities or
other equity or ownership interests issued to and held by EnergySolutions,
Parent or any other Subsidiary.
SECTION 7.12
NEGATIVE PLEDGE.
(A)
ENERGYSOLUTIONS AND PARENT EACH SHALL NOT, AND SHALL CAUSE EACH OF
THEIR RESPECTIVE SUBSIDIARIES (OTHER THAN A SPECIAL PURPOSE SUBSIDIARY) NOT TO,
ENTER INTO AFTER THE AGREEMENT DATE OR PERMIT TO EXIST AFTER THE AGREEMENT DATE
ANY NEW AGREEMENT (OTHER THAN THIS AGREEMENT, ANY DURATEK LOAN DOCUMENTS 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 CAPITAL 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