AGREEMENT OR, IF NECESSARY, A SUPPLEMENT THERETO OR A PLEDGE AND SECURITY
AGREEMENT IN SUBSTANTIALLY THE FORM OF THE PLEDGE AGREEMENT.
(F)
ASSET DISPOSITIONS. THE BORROWER
SHALL NOT SELL, LEASE, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF ASSETS OF THE
PROJECT OR THE BORROWER (OTHER THAN PRODUCTS), WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, EXCEPT:
(I)
DISPOSAL OF ASSETS THAT ARE PROMPTLY REPLACED IN
ACCORDANCE WITH THE THEN CURRENT OPERATING BUDGET;
(II)
TO THE EXTENT THAT SUCH ASSETS ARE UNECONOMICAL,
OBSOLETE OR NO LONGER USEFUL OR NO LONGER USABLE IN CONNECTION WITH THE
OPERATION OR MAINTENANCE OF THE PROJECT; AND
(III)
DISPOSAL OF ASSETS WITH A FAIR MARKET VALUE, OR AT A
DISPOSAL PRICE, OF LESS THAN ONE MILLION DOLLARS ($1,000,000) IN THE AGGREGATE
DURING ANY FISCAL YEAR; PROVIDED, THAT SUCH DISPOSAL DOES NOT, AND WOULD NOT
REASONABLY BE EXPECTED TO, ADVERSELY AFFECT THE CONSTRUCTION, OPERATION OR
MAINTENANCE OF THE PROJECT.
(G)
CONSOLIDATION, MERGER. THE BORROWER
WILL NOT (I) DIRECTLY OR INDIRECTLY LIQUIDATE, WIND UP, TERMINATE, REORGANIZE OR
DISSOLVE ITSELF (OR SUFFER ANY LIQUIDATION, WINDING UP, TERMINATION,
REORGANIZATION OR DISSOLUTION); OR (II) ACQUIRE (IN ONE TRANSACTION OR A SERIES
OF RELATED TRANSACTIONS) ALL OR ANY SUBSTANTIAL PART OF THE ASSETS, PROPERTY OR
BUSINESS OF, OR ANY ASSETS THAT CONSTITUTE A DIVISION OR OPERATING UNIT OF, THE
BUSINESS OF ANY PERSON OR OTHERWISE MERGE OR CONSOLIDATE WITH OR INTO ANY OTHER
PERSON.
(H)
TRANSACTIONS WITH AFFILIATES. THE
BORROWER SHALL NOT ENTER INTO OR CAUSE, SUFFER OR PERMIT TO EXIST ANY
ARRANGEMENT OR CONTRACT WITH ANY OF ITS AFFILIATES OR ANY OTHER PERSON THAT
OWNS, DIRECTLY OR INDIRECTLY, ANY EQUITY INTEREST IN THE BORROWER UNLESS SUCH
ARRANGEMENT OR CONTRACT (I) IS FAIR AND REASONABLE TO THE BORROWER AND (II) IS
AN ARRANGEMENT OR CONTRACT THAT IS ON AN ARM'S-LENGTH BASIS AND CONTAINS TERMS
NO LESS FAVORABLE THAN THOSE THAT WOULD BE ENTERED INTO BY A PRUDENT PERSON IN
THE POSITION OF THE BORROWER WITH A PERSON THAT IS NOT ONE OF ITS AFFILIATES (IT
BEING ACKNOWLEDGED THAT (1) EACH OF THE AFFILIATE PROJECT DOCUMENTS ARE IN
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COMPLIANCE WITH THIS SECTION 7.02(H), (2) THE TRANSACTIONS CONTEMPLATED BY THE
COMPLETION GUARANTY AND THE SECURITY DOCUMENTS ARE IN COMPLIANCE WITH THIS
SECTION 7.02(H) AND (3) THE TRANSACTIONS CONTEMPLATED BY THE AFFILIATE LOAN(S)
ARE IN COMPLIANCE WITH THIS SECTION 7.02(H)).
(I)
ACCOUNTS. (I) THE BORROWER SHALL
NOT MAINTAIN, ESTABLISH OR USE ANY DEPOSIT ACCOUNT, SECURITIES ACCOUNT (AS EACH
SUCH TERM IS DEFINED IN THE UCC) OR OTHER BANKING ACCOUNT OTHER THAN THE PROJECT
ACCOUNTS AND ANY LOCAL ACCOUNT WITH RESPECT TO WHICH A BLOCKED ACCOUNT AGREEMENT
IS ENTERED.
(II)
THE BORROWER SHALL NOT CHANGE THE NAME OR ACCOUNT
NUMBER OF ANY OF THE PROJECT ACCOUNTS OR LOCAL ACCOUNTS WITHOUT THE PRIOR
WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, WHICH WILL NOT BE UNREASONABLE
DELAYED, CONDITIONED OR WITHHELD.
(III)
THERE SHALL NOT BE, AT ANY SINGLE POINT IN TIME,
LOCAL ACCOUNTS HELD AT MORE THAN TWO (2) BANKS.
(J)
SUBSIDIARIES. THE BORROWER SHALL
NOT CREATE OR ACQUIRE ANY