VOLUNTARILY
LIQUIDATE OR DISSOLVE ANY SUBSIDIARY IF (A) SUCH SUBSIDIARY IS NOT A
"SIGNIFICANT SUBSIDIARY" (AS DEFINED IN REGULATION S-X UNDER THE 1933 ACT), AND
(B) THE WINDING UP, VOLUNTARY LIQUIDATION OR DISSOLUTION OF SUCH SUBSIDIARY WILL
NOT RESULT IN AN EVENT OF DEFAULT HEREUNDER OR OTHERWISE HAVE A MATERIAL ADVERSE
EFFECT;
(VII)
IN ADDITION TO ANY ASSET SALE PERMITTED PURSUANT
TO ANY OTHER SUBPART IN THIS SECTION 8.2, THE BORROWER AND ITS SUBSIDIARIES MAY
MAKE OR EFFECT OTHER ASSET SALES SO LONG AS (A) THE AGGREGATE AMOUNT (BASED UPON
THE FAIR MARKET VALUE OF THE ASSETS) OF ALL PROPERTY SOLD OR OTHERWISE DISPOSED
PURSUANT TO ALL SUCH ASSET SALES ON AND AFTER THE CLOSING DATE DOES NOT
CONSTITUTE A SUBSTANTIAL PORTION OF THE PROPERTY OF THE BORROWER AND ITS
SUBSIDIARIES AT THE TIME OF AND AFTER GIVING EFFECT TO ANY SUCH ASSET SALE AND
(B) AT LEAST 80% OF THE TOTAL CONSIDERATION RECEIVED BY THE BORROWER OR ANY OF
ITS SUBSIDIARIES, AS APPLICABLE, FOR SUCH ASSET SALE OR SERIES OF ASSET SALES
CONSISTS OF CASH OR CASH EQUIVALENTS;
(VIII)
THE BORROWER AND ITS SUBSIDIARIES SHALL BE
PERMITTED TO CREATE, INCUR, ASSUME AND SUFFER TO EXIST LIENS PERMITTED PURSUANT
TO SECTION 8.3; AND
(IX)
THE BORROWER AND ITS SUBSIDIARIES SHALL BE
PERMITTED TO MAKE AND DISPOSE OF THE INVESTMENTS PERMITTED PURSUANT TO
SECTION 8.4.
SECTION 8.3
LIENS.
THE BORROWER WILL NOT,
AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR SUFFER
TO EXIST ANY LIEN UPON OR WITH RESPECT TO ANY PROPERTY OR ASSETS OF ANY KIND
(REAL OR PERSONAL, TANGIBLE OR INTANGIBLE) OF THE BORROWER OR ANY SUCH
SUBSIDIARY WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR SELL ANY SUCH PROPERTY OR
ASSETS SUBJECT TO AN UNDERSTANDING OR AGREEMENT, CONTINGENT OR OTHERWISE, TO
REPURCHASE SUCH PROPERTY OR ASSETS (INCLUDING, WITHOUT LIMITATION, SALES OF
ACCOUNTS RECEIVABLE OR NOTES WITH OR WITHOUT RECOURSE TO THE BORROWER OR ANY OF
ITS SUBSIDIARIES, OTHER THAN FOR PURPOSES OF COLLECTION OF DELINQUENT ACCOUNTS
IN THE ORDINARY COURSE OF BUSINESS) OR ASSIGN ANY RIGHT TO RECEIVE INCOME, OR
FILE OR PERMIT THE FILING OF ANY FINANCING STATEMENT UNDER THE UCC OR ANY OTHER
SIMILAR NOTICE OF LIEN UNDER ANY SIMILAR RECORDING OR NOTICE STATUTE, EXCEPT
THAT THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO:
(A)
THE STANDARD PERMITTED LIENS;
(B)
LIENS (I) IN EXISTENCE ON THE CLOSING DATE
THAT ARE LISTED, AND THE INDEBTEDNESS SECURED THEREBY AND THE PROPERTY SUBJECT
THERETO ON THE CLOSING DATE DESCRIBED, ON SCHEDULE 8.3, OR (II) ARISING OUT OF
THE REFINANCING, EXTENSION, RENEWAL OR REFUNDING OF ANY INDEBTEDNESS SECURED BY
ANY SUCH LIENS, PROVIDED THAT THE PRINCIPAL AMOUNT OF SUCH INDEBTEDNESS IS NOT
INCREASED AND SUCH INDEBTEDNESS IS NOT SECURED BY ANY ADDITIONAL ASSETS;
(C)
LIENS ON PROPERTY OF THE BORROWER SECURING
THE BORROWER'S FIRST MORTGAGE BONDS ISSUED PURSUANT TO THE INDENTURE, DATED AS
OF OCTOBER 1, 1935, AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO
TIME, BETWEEN THE BORROWER AND THE BANK OF NEW YORK;