(D)
ADJUSTMENT OF REVOLVING LOANS.
IN THE CASE
OF INCREMENTAL COMMITMENTS, EACH OF THE REVOLVING LENDERS HAVING A REVOLVING
COMMITMENT PRIOR TO SUCH INCREASE EFFECTIVE DATE (THE "PRE-INCREASE REVOLVING
LENDERS") SHALL ASSIGN TO ANY REVOLVING LENDER WHICH IS ACQUIRING AN INCREMENTAL
COMMITMENT ON THE INCREASE EFFECTIVE DATE (THE "POST-INCREASE REVOLVING
LENDERS"), AND SUCH POST-INCREASE REVOLVING LENDERS SHALL PURCHASE FROM EACH
PRE-INCREASE REVOLVING LENDER, AT THE PRINCIPAL AMOUNT THEREOF, SUCH INTERESTS
IN THE REVOLVING LOANS OUTSTANDING ON SUCH INCREASE EFFECTIVE DATE AS SHALL BE
NECESSARY IN ORDER THAT, AFTER GIVING EFFECT TO ALL SUCH ASSIGNMENTS AND
PURCHASES, SUCH REVOLVING LOANS WILL BE HELD BY PRE-INCREASE REVOLVING LENDERS
AND POST-INCREASE REVOLVING LENDERS RATABLY IN ACCORDANCE WITH THEIR REVOLVING
COMMITMENTS AFTER GIVING EFFECT TO THE INCREMENTAL COMMITMENTS.
(E)
MAKING OF NEW TERM LOANS.
ON ANY INCREASE
EFFECTIVE DATE ON WHICH NEW COMMITMENTS FOR TERM LOANS ARE EFFECTIVE, SUBJECT TO
THE SATISFACTION OF THE FOREGOING TERMS AND CONDITIONS, EACH LENDER OF SUCH NEW
COMMITMENT SHALL MAKE A TERM LOAN TO ENERGYSOLUTIONS IN AN AMOUNT EQUAL TO ITS
NEW COMMITMENT.
59
(F)
EQUAL AND RATABLE BENEFIT.
THE LOANS AND
COMMITMENTS ESTABLISHED PURSUANT TO THIS PARAGRAPH SHALL CONSTITUTE LOANS AND
COMMITMENTS UNDER, AND SHALL BE ENTITLED TO ALL THE BENEFITS AFFORDED BY, THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND SHALL, WITHOUT LIMITING THE
FOREGOING, BENEFIT EQUALLY AND RATABLY FROM THE GUARANTEES AND SECURITY
INTERESTS CREATED BY THE SECURITY DOCUMENTS.
THE LOAN PARTIES SHALL TAKE ANY
ACTIONS REASONABLY REQUIRED BY THE ADMINISTRATIVE AGENT TO ENSURE AND/OR
DEMONSTRATE THAT THE LIEN AND SECURITY INTERESTS GRANTED BY THE SECURITY
DOCUMENTS CONTINUE TO BE PERFECTED UNDER THE UCC OR OTHERWISE AFTER GIVING
EFFECT TO THE ESTABLISHMENT OF ANY SUCH INCREMENTAL TERM LOANS OR INCREMENTAL
COMMITMENTS.
(G)
AMENDMENT TO LOAN DOCUMENTS. ENERGYSOLUTIONS
AND THE ADMINISTRATIVE AGENT MAY, WITHOUT THE CONSENT OF ANY OTHER LENDER, ENTER
INTO AN AMENDMENT TO ANY LOAN DOCUMENT TO APPROPRIATELY INCLUDE THE INCREMENTAL
TERM LOANS HEREUNDER INCLUDING, WITHOUT LIMITATION, TO PROVIDE THAT SUCH
INCREMENTAL TERM LOANS SHALL SHARE IN MANDATORY PREPAYMENTS ON THE SAME BASIS AS
THE TERM LOANS).
SECTION 2.16
SYNTHETIC DEPOSIT ACCOUNT.
(A)
ON OR AFTER TO THE SECOND AMENDMENT
EFFECTIVE DATE, THE ADMINISTRATIVE AGENT SHALL ESTABLISH THE SYNTHETIC DEPOSIT
ACCOUNT. THE ADMINISTRATIVE AGENT SHALL MAINTAIN RECORDS ENABLING IT TO
DETERMINE AT ANY TIME THE AMOUNT OF THE INTEREST OF EACH SYNTHETIC LENDER IN THE
SYNTHETIC DEPOSIT ACCOUNT (THE INTEREST OF EACH SYNTHETIC LENDER IN THE
SYNTHETIC DEPOSIT ACCOUNT, AS EVIDENCED BY SUCH RECORDS, BEING REFERRED TO AS
SUCH LENDER'S "SYNTHETIC DEPOSIT SUB-ACCOUNT"). THE ADMINISTRATIVE AGENT SHALL
ESTABLISH SUCH ADDITIONAL SYNTHETIC DEPOSIT SUB-ACCOUNTS FOR ASSIGNEE LENDERS AS
SHALL BE REQUIRED PURSUANT TO SECTION 11.5.
NO PERSON (OTHER THAN THE
ADMINISTRATIVE AGENT OR ANY OF ITS SUB-AGENTS) SHALL HAVE THE RIGHT TO MAKE ANY
WITHDRAWALS FROM THE SYNTHETIC DEPOSIT ACCOUNT OR EXERCISE ANY OTHER RIGHT OR
POWER WITH RESPECT THERETO, EXCEPT AS EXPRESSLY PROVIDED HEREIN. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY HERETO ACKNOWLEDGES AND
AGREES THAT NO AMOUNT ON DEPOSIT AT