TAX BENEFITS, RECEIVABLES AND LEASEHOLD INTERESTS), WHETHER NOW OWNED
OR HEREAFTER ACQUIRED, EXCEPT:
(I)
FOR THE SALE OR OTHER DISPOSITION OF ANY PROPERTY THAT, IN THE
REASONABLE JUDGMENT OF THE BORROWER, HAS BECOME UNECONOMIC, OBSOLETE OR WORN
OUT, AND WHICH IS DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS;
(II)
FOR SALES OF INVENTORY MADE IN THE ORDINARY COURSE OF BUSINESS;
(III)
[INTENTIONALLY OMITTED];
(IV)
FOR SALES OR DISPOSITIONS OF ASSETS (INCLUDING ACCOUNTS
RECEIVABLES) BY THE BORROWER AFTER THE DATE HEREOF; PROVIDED, HOWEVER, THAT (A)
NO EVENT OF DEFAULT THEN EXISTS OR WOULD RESULT THEREFROM, (B) SUCH SALE OR
OTHER DISPOSITION SHALL BE MADE FOR FAIR SALE VALUE ON AN ARM'S-LENGTH BASIS,
(C) AT LEAST SEVENTY FIVE (75%) OF THE PURCHASE PRICE THEREFOR SHALL BE PAID IN
CASH AND SUCH CASH PORTION OF THE PURCHASE PRICE SHALL BE PAYABLE AT (OR PRIOR
TO) THE TIME OF SUCH DISPOSITION, (D) THE BORROWER USES THE NET CASH PROCEEDS
FOR GENERAL CORPORATE PURPOSES (INCLUDING DEBT RETIREMENT OR WORKING CAPITAL
PURPOSES) AND (E) THE BORROWER SHALL COMPLY WITH SECTION 2.05, IF APPLICABLE;
(V)
THAT THE BORROWER MAY CANCEL OR MAKE CHANGES OR ALTERATIONS IN OR
SUBSTITUTIONS FOR ANY AND ALL EASEMENTS, SERVITUDES, RIGHTS OF WAY AND SIMILAR
RIGHTS OR INTERESTS;
41
(VI)
THAT THE BORROWER MAY GRANT EASEMENTS, GROUND LEASES OR
RIGHTS-OF-WAY IN, UPON, OVER OR ACROSS PROPERTY OR RIGHTS-OF-WAY, PROVIDED SUCH
GRANT SHALL NOT MATERIALLY IMPAIR THE USE OF THE PROPERTY OR RIGHTS-OF-WAY FOR
THE PURPOSES FOR WHICH SUCH PROPERTY OR RIGHTS-OF-WAY ARE HELD; OR
(VII)
FOR OPERATING LEASES ENTERED INTO ORDINARY COURSE OF BUSINESS.
(H)
LIMITATION ON INVESTMENTS, LOANS AND ADVANCES.
MAKE, AND SHALL
NOT PERMIT ANY SUBSIDIARY TO MAKE, ANY ADVANCE, LOAN, EXTENSION OF CREDIT
(EXCLUDING GUARANTEE OBLIGATIONS BUT INCLUDING ANY PAYMENT BY A GUARANTOR
THEREUNDER) OR CAPITAL CONTRIBUTION TO, OR PURCHASE ANY CAPITAL STOCK, BONDS,
NOTES, DEBENTURES OR OTHER SECURITIES OF, OR PURCHASE ALL OR A MATERIAL PART OF
A BUSINESS UNIT OR LINE OF BUSINESS OF (OR ALL OR SUBSTANTIALLY ALL THE ASSETS
OF), OR MAKE ANY OTHER INVESTMENT IN, ANY PERSON (ANY OF THE FOREGOING, AN
"INVESTMENT"), EXCEPT:
(I)
(A) EXTENSIONS OF TRADE CREDIT IN THE ORDINARY COURSE OF BUSINESS
AND (B) INVESTMENTS (INCLUDING REINVESTMENTS THEREOF BY ANY INTERMEDIATE
SUBSIDIARY) TO THE EXTENT THE ULTIMATE PROCEEDS THEREOF ARE APPLIED TO
MAINTENANCE CAPITAL EXPENDITURES IN THE ORDINARY COURSE OF BUSINESS AND REQUIRED
TO COMPLY WITH SECTION 5.01(E) FOR MERCHANT GENERATION PLANTS OF ANY
WHOLLY-OWNED SUBSIDIARY;
(II)
[INTENTIONALLY OMITTED];
(III)
THE BORROWER MAY ACQUIRE ALL OR A MATERIAL PART OF ANY DOMESTIC
REGULATED BUSINESS, PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT OF DEBT
INCURRED OR ASSUMED BY THE BORROWER AND ITS SUBSIDIARIES IN CONNECTION WITH SUCH
ACQUISITION (TOGETHER WITH THE AGGREGATE PRINCIPAL AMOUNT OF INDEBTEDNESS OF
SUCH ACQUIRED PERSON) SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE LESSER OF THE
FAIR VALUE OR COST OF SUCH ACQUIRED ASSETS (AND, TO THE EXTENT SUCH DEBT IS
INCURRED IN CONNECTION WITH SUCH ACQUISITION OR IN CONTEMPLATION OF SUCH
ACQUISITION, SUCH DEBT SHALL