SCHEDULES 4.09, 4.16 AND 4.17, EACH OF THE MATERIAL CONTRACTS IS
CAPABLE OF BEING ASSUMED BY THE COMPANY. EFFECTIVE NO LATER THAN THE CLOSING
DATE, ALL CONTRACTS AND AGREEMENTS BETWEEN OR AMONG THE COMPANY AND ANY
AFFILIATE OF THE COMPANY AND/OR SELLER SHALL TERMINATE, INCLUDING WITHOUT
LIMITATION: (I) THAT CERTAIN POWER SALE, FUEL SUPPLY AND SERVICES AGREEMENT
DATED JANUARY 3, 2006, BY AND AMONG THE COMPANY, MIRANT ENERGY TRADING, LLC
("MET"), AS THE TRANSFEREE FROM MIRANT AMERICAS ENERGY MARKETING, LP ("MIRANT
ENERGY MARKETING") AND OTHERS (THE "MIRANT MARKETING AGREEMENT") PROVIDING FOR,
AMONG OTHER THINGS, THE SALE BY THE COMPANY TO MET OF ALL OR A PORTION OF THE
CAPACITY, ELECTRICITY, ANCILLARY SERVICES AND/OR OTHER RELATED PRODUCTS
GENERATED BY, OR AVAILABLE FROM, THE COMPANY'S GENERATING FACILITIES, AND (II)
THAT CERTAIN ADMINISTRATIVE SERVICES AGREEMENT DATED JANUARY 3, 2006, BY AND
BETWEEN THE COMPANY AND MIRANT SERVICES, LLC ("MIRANT SERVICES") PROVIDING FOR
THE PROCUREMENT BY THE COMPANY FROM MIRANT SERVICES OF CERTAIN ADMINISTRATIVE,
ACCOUNTING AND OTHER SIMILAR SERVICES.
4.17
CONSENTS.
EXCEPT FOR APPROVAL BY THE BANKRUPTCY COURT AND AS OTHERWISE
LISTED ON SCHEDULE 4.17, TO THE KNOWLEDGE OF SELLER, NO CONSENT OF ANY THIRD
PARTY (OTHER THEN CONSENTS OF GOVERNMENTAL AUTHORITIES LISTED ON SCHEDULE 4.03)
IS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, EXCEPT
CONSENTS WHOSE FAILURE TO OBTAIN WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
4.18
TITLE TO ASSETS.
EXCEPT AS SET FORTH ON SCHEDULE 4.18, THE COMPANY HAS
GOOD AND VALID TITLE TO THE ASSETS REFLECTED IN THE INTERIM BALANCE SHEET,
EXCEPT ASSETS DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS OR RELATED TO THE
TRANSFER OF THE GRAHAMSVILLE GENERATING FACILITY PURSUANT TO THE TERMINATION OF
THE SUBLEASE FOR THAT FACILITY, SINCE THE DATE OF THE INTERIM BALANCE SHEET. TO
SELLER'S KNOWLEDGE, NONE OF SUCH ASSETS ARE SUBJECT TO ANY ENCUMBRANCE EXCEPT
(A) LIENS REFLECTED ON THE INTERIM BALANCE SHEET; (B) LIENS OF LANDLORDS AND
LIENS IMPOSED BY LAW, SUCH AS CARRIERS', WAREHOUSEMEN'S, MECHANICS',
MATERIALMEN'S AND VENDORS' LIENS INCURRED IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE; (C) PURCHASE MONEY LIENS ARISING OR CREATED IN
THE
20
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES; (D) MINOR
IMPERFECTIONS OF TITLE, IF ANY, NONE OF WHICH WOULD, EITHER INDIVIDUALLY OR
COLLECTIVELY, HAVE A MATERIAL ADVERSE EFFECT; (E) LIENS FOR TAXES NOT YET DUE;
AND (F) LEASES, EASEMENTS AND LICENSES SET FORTH ON SCHEDULE 4.09 OR SUCH OTHER
EASEMENTS, LEASES AND LICENSES THAT WOULD NOT, EITHER INDIVIDUALLY OR
COLLECTIVELY, HAVE A MATERIAL ADVERSE EFFECT.
4.19
NO OTHER REPRESENTATIONS OR WARRANTIES; DISCLAIMER.
(A)
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
ARTICLE IV, NONE OF THE SELLER, THE COMPANY, NOR ANY OTHER PERSON ACTING ON
BEHALF THEREOF (INCLUDING ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES) MAKES ANY REPRESENTATION OR
WARRANTY, EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, AND SELLER
HEREBY DISCLAIMS ANY SUCH REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE
CONTAINED IN THIS ARTICLE IV, WHETHER BY SELLER, THE COMPANY, OR ANY OF