OF ANY INVESTMENT IN ANY SECURITY WITH A
MATURITY OF LESS THAN ONE YEAR;
37
(IV)
THE ABANDONMENT OR DISPOSITION OF PATENTS,
TRADEMARKS OR OTHER INTELLECTUAL PROPERTY THAT ARE, IN THE BORROWER'S REASONABLE
JUDGMENT, NO LONGER ECONOMICALLY PRACTICABLE TO MAINTAIN OR USEFUL IN THE
CONDUCT OF THE BUSINESS OF THE SELLER;
(V)
THE SALE OR OTHER DISPOSITION OF THE FOLLOWING
ASSETS: ALL INTERNATIONAL ASSETS, ALL NON-CORE REAL ESTATE ASSETS, AND THE
INVESTMENT PORTFOLIO OF CONSTELLATION INVESTMENTS, INC., A MARYLAND CORPORATION;
(VI)
SALES OR OTHER DISPOSITIONS OF ASSETS NOT IN THE
ORDINARY COURSE OF BUSINESS, THE VALUE OF WHICH, INDIVIDUALLY, OR IN THE
AGGREGATE, DOES NOT EXCEED 25% OF THE CONSOLIDATED ASSETS OF THE BORROWER AND
ITS SUBSIDIARIES, AS REFLECTED ON THE THEN-MOST-RECENT QUARTERLY BALANCE SHEET,
WHERE THE VALUE OF THE ASSETS BEING SOLD OR DISPOSED OF IS THE BOOK VALUE OF
SUCH ASSETS;
(VII)
ANY DISPOSITION OF A LEASEHOLD INTEREST (IN THE
CAPACITY OF LESSEE) IN ANY REAL OR PERSONAL PROPERTY IN THE ORDINARY COURSE OF
BUSINESS; OR
(VIII)
ANY LICENSE OR SUBLICENSE OF INTELLECTUAL PROPERTY
THAT DOES NOT INTERFERE WITH THE BUSINESS OF THE BORROWER OR ANY MATERIAL
SUBSIDIARY.
(D)
PLANS.
(I)
ENGAGE IN ANY "PROHIBITED TRANSACTION," AS SUCH
TERM IS DEFINED IN SECTION 4975 OF THE CODE OR SECTION 406 OF ERISA (OTHER THAN
TRANSACTIONS THAT ARE EXEMPT BY ERISA, ITS REGULATIONS OR ITS ADMINISTRATIVE
EXEMPTIONS), WITH RESPECT TO ANY PLAN THAT RESULTS IN A MATERIAL ADVERSE CHANGE;
(II)
INCUR OR PERMIT ANY ERISA AFFILIATE OF THE
BORROWER TO FAIL TO SATISFY THE MINIMUM FUNDING STANDARD (WITHIN THE MEANING OF
SECTION 412 OF THE CODE) FOR A TITLE IV PLAN THAT RESULTS IN A MATERIAL ADVERSE
CHANGE;
(III)
TERMINATE, OR PERMIT ANY ERISA AFFILIATE OF THE
BORROWER TO TERMINATE, ANY TITLE IV PLAN, OR PERMIT THE OCCURRENCE OF ANY EVENT
OR CONDITION THAT WOULD CAUSE A TERMINATION BY THE PBGC OF ANY TITLE IV PLAN
THAT RESULTS IN A MATERIAL ADVERSE CHANGE;
(IV)
WITHDRAW OR EFFECT A PARTIAL WITHDRAWAL FROM OR
PERMIT ANY ERISA AFFILIATE OF THE BORROWER TO WITHDRAW OR EFFECT A PARTIAL
WITHDRAWAL FROM, A MULTIEMPLOYER PLAN THAT RESULTS IN A MATERIAL ADVERSE CHANGE;
(V)
PERMIT ANY LIEN UPON THE PROPERTY OR RIGHTS TO
PROPERTY OF THE BORROWER OR ANY ERISA AFFILIATE OF THE BORROWER UNDER
SECTION 303(K) OF ERISA OR SECTION 430 OF THE CODE THAT RESULTS IN A MATERIAL
ADVERSE CHANGE; OR
(VI)
INCUR ANY LIABILITY UNDER ERISA, THE CODE OR OTHER
APPLICABLE LAW IN RESPECT OF ANY PLAN MAINTAINED FOR THE BENEFIT OF EMPLOYEES OR
FORMER EMPLOYEES OF THE BORROWER OR AN ERISA AFFILIATE OF THE BORROWER (OTHER
THAN LIABILITY TO PAY BENEFITS, CONTRIBUTIONS, PREMIUMS OR EXPENSES WHEN DUE IN
THE ORDINARY COURSE OF THE OPERATION OF SUCH PLAN) THAT RESULTS IN A MATERIAL
ADVERSE CHANGE.
38
(E)
NATURE OF BUSINESS.
ALTER THE CHARACTER OF ITS BUSINESS FROM THAT
OF BEING PREDOMINANTLY IN THE ENERGY BUSINESS.
SECTION 5.03.
REPORTING REQUIREMENTS.
The Borrower covenants that it will, so long as any amount