ESTABLISHING RESERVES OF
ONE OR MORE INSURANCE FUNDS, EITHER ALONE OR WITH OTHER CORPORATIONS OR
ASSOCIATIONS.
(F)
MAINTENANCE OF LICENSES, PERMITS AND REGISTRATIONS.
MAINTAIN,
AND CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN, IN EFFECT AT ALL TIMES ALL
LICENSES AND PERMITS FROM, AND REGISTRATIONS WITH, ANY GOVERNMENTAL AUTHORITY OR
ANY OTHER PERSON NECESSARY FOR THE OPERATION BY THE BORROWER AND ITS
SUBSIDIARIES OF THEIR BUSINESS AS CURRENTLY CONDUCTED.
(G)
BOOKS AND RECORDS; INSPECTION RIGHTS.
KEEP PROPER BOOKS OF RECORD
AND ACCOUNT IN WHICH ENTRIES SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND
ASSETS AND BUSINESS OF THE BORROWER AND THE MATERIAL SUBSIDIARIES IN ACCORDANCE
WITH GAAP.
AT ANY REASONABLE TIME AND FROM TIME TO TIME, PERMIT THE
ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AGENTS OR REPRESENTATIVES THEREOF TO
EXAMINE AND TAKE DOWN IN WRITING ANY INFORMATION CONTAINED IN THE RECORDS AND
BOOKS OF ACCOUNT OF, AND VISIT THE PROPERTIES OF, THE BORROWER OR ANY MATERIAL
35
SUBSIDIARY AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE BORROWER OR
ANY MATERIAL SUBSIDIARY WITH ANY OF THEIR RESPECTIVE OFFICERS.
(H)
USE OF PROCEEDS.
USE THE PROCEEDS OF ADVANCES FOR (I) WORKING
CAPITAL PURPOSES, INCLUDING CAPITAL EXPENDITURES, FOR THE BORROWER AND ITS
SUBSIDIARIES, SPECIFICALLY EXCLUDING USE OF SUCH PROCEEDS FOR ANY HOSTILE
ACQUISITION, (II) AS CREDIT SUPPORT FOR THE BORROWER'S COMMERCIAL PAPER AND
(III) FOR GENERAL CORPORATE PURPOSES.
SECTION 5.02.
NEGATIVE COVENANTS.
The Borrower covenants that it will not, nor will it permit any Material
Subsidiary to, so long as any amount owing hereunder shall remain unpaid or any
Lender shall have any Commitment hereunder, without the prior written consent of
the Majority Lenders:
(A)
LIENS, ETC.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
MORTGAGE, DEED OF TRUST, PLEDGE, LIEN, SECURITY INTEREST OR OTHER CHARGE OR
ENCUMBRANCE, OR ANY OTHER TYPE OF PREFERENTIAL ARRANGEMENT, UPON OR WITH RESPECT
TO ANY OF ITS PROPERTIES OR RIGHTS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR
ASSIGN ANY RIGHT TO RECEIVE INCOME, SERVICES OR PROPERTY (ANY OF THE FOREGOING
BEING REFERRED TO HEREIN AS A "LIEN"), EXCEPT THAT THE FOREGOING RESTRICTIONS
SHALL NOT APPLY TO LIENS:
(I)
ON THE PROPERTY OF BGE, AT ANY TIME THAT BGE IS A
MATERIAL SUBSIDIARY, SECURING AN AGGREGATE PRINCIPAL AMOUNT OF UP TO
$500,000,000 OF THE OBLIGATIONS OF BGE;
(II)
FOR TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES OR
LEVIES ON PROPERTY OF THE BORROWER OR ANY MATERIAL SUBSIDIARY IF THE SAME SHALL
NOT AT THE TIME BE DELINQUENT OR THEREAFTER CAN BE PAID WITHOUT PENALTY, OR ARE
BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS;
(III)
IMPOSED BY LAW, SUCH AS CARRIERS', WAREHOUSEMEN'S
AND MECHANICS' LIENS AND OTHER SIMILAR LIENS ARISING IN THE ORDINARY COURSE OF
BUSINESS;
(IV)
ARISING OUT OF PLEDGES OR DEPOSITS UNDER WORKER'S
COMPENSATION LAWS, UNEMPLOYMENT INSURANCE, OR OTHER SOCIAL SECURITY OR SIMILAR
LEGISLATION;
(V)
TO SECURE THE PERFORMANCE OF BIDS, TENDERS,
CONTRACTS (OTHER THAN CONTRACTS FOR THE PAYMENT OF MONEY), LEASES, SURETY OR
SIMILAR BONDS OR OTHER SIMILAR OBLIGATIONS MADE IN THE ORDINARY