THEREBY;
(F)
ANY RIGHT WHICH ANY MUNICIPAL OR GOVERNMENTAL BODY OR AGENCY MAY
HAVE BY VIRTUE OF ANY FRANCHISE, LICENSE, CONTRACT OR STATUS TO PURCHASE OR
DESIGNATE A PURCHASER OF, OR ORDER THE SALE OF, ANY PROPERTY OF THE BORROWER OR
ANY SUBSIDIARY UPON PAYMENT OF REASONABLE COMPENSATION THEREFOR OR TO TERMINATE
ANY FRANCHISE, LICENSE OR OTHER RIGHTS OR TO REGULATE THE PROPERTY AND BUSINESS
OF THE BORROWER OR ANY SUBSIDIARY;
(G)
LIENS ON CASH AND CASH EQUIVALENTS GRANTED PURSUANT TO MASTER
NETTING AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION
WITH HEDGING TRANSACTIONS; PROVIDED THAT (I) THE TRANSACTIONS SECURED BY SUCH
LIENS ARE GOVERNED BY STANDARD INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION,
INC. ("ISDA") DOCUMENTATION, AND (II) SUCH HEDGING TRANSACTIONS CONSIST OF
DERIVATIVE TRANSACTIONS CONTEMPLATED TO BE SETTLED IN CASH AND NOT BY PHYSICAL
DELIVERY AND ARE DESIGNED TO MINIMIZE THE RISK OF FLUCTUATIONS IN OIL AND GAS
PRICES, INTEREST RATES OR FOREIGN CURRENCY RATES WITH RESPECT TO THE BORROWER'S
AND ITS SUBSIDIARIES' OPERATIONS IN THE ORDINARY COURSE OF ITS BUSINESS;
(H)
LIENS PURSUANT TO MASTER NETTING AGREEMENTS ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS IN CONNECTION WITH HEDGING TRANSACTIONS, IN EACH
CASE PURSUANT TO WHICH THE BORROWER OR ANY SUBSIDIARY OF THE BORROWER, AS A
PARTY TO SUCH MASTER NETTING AGREEMENT AND AS PLEDGOR, PLEDGES OR OTHERWISE
TRANSFERS TO THE OTHER PARTY TO SUCH MASTER NETTING AGREEMENT, AS PLEDGEE, IN
ORDER TO SECURE THE BORROWER'S OR SUCH SUBSIDIARY'S OBLIGATIONS UNDER SUCH
MASTER NETTING AGREEMENT, A LIEN UPON AND/OR RIGHT OF SET OFF AGAINST, ALL
RIGHT, TITLE, AND INTEREST OF THE PLEDGOR IN ANY OBLIGATIONS OF THE PLEDGEE OWED
TO THE PLEDGOR, TOGETHER WITH ALL ACCOUNTS AND GENERAL INTANGIBLES AND PAYMENT
INTANGIBLES IN RESPECT OF SUCH OBLIGATIONS AND ALL DIVIDENDS, INTEREST, AND
OTHER PROCEEDS FROM TIME TO TIME RECEIVED, RECEIVABLE, OR OTHERWISE DISTRIBUTED
IN RESPECT OF, OR IN EXCHANGE FOR, ANY OR ALL OF THE FOREGOING;
61
(I)
LIENS SECURING INDEBTEDNESS PERMITTED
UNDER SECTION 7.1(G); AND
(J)
AFTER CONSUMMATION OF THE TUSCARORA
ACQUISITION, LIENS NOT OTHERWISE PERMITTED BY THIS SECTION 7.2 IF AT THE TIME
OF, AND AFTER GIVING EFFECT TO, THE CREATION OR ASSUMPTION OF ANY SUCH LIEN, THE
AGGREGATE OF ALL OBLIGATIONS OF THE BORROWER AND ITS SUBSIDIARIES SECURED BY ANY
LIENS NOT OTHERWISE PERMITTED HEREBY DOES NOT EXCEED FIVE PERCENT (5%) OF THE
SUM OF (I) THE CONSOLIDATED OWNERS' EQUITY, DETERMINED IN ACCORDANCE WITH GAAP,
OF THE BORROWER AND ITS SUBSIDIARIES, AND (II) CONSOLIDATED TOTAL FUNDED DEBT.
SECTION 7.3.
FUNDAMENTAL CHANGES.
(A)
THE BORROWER WILL NOT, AND WILL NOT PERMIT
ANY SUBSIDIARY TO, MERGE INTO OR CONSOLIDATE INTO ANY OTHER PERSON, OR PERMIT
ANY OTHER PERSON TO MERGE INTO OR CONSOLIDATE WITH IT, OR SELL, LEASE, TRANSFER
OR OTHERWISE DISPOSE OF (IN A SINGLE TRANSACTION OR A SERIES OF TRANSACTIONS)
ALL OF ITS ASSETS (IN EACH CASE, WHETHER NOW OWNED OR HEREAFTER ACQUIRED) OR ALL
OR SUBSTANTIALLY ALL OF THE CAPITAL STOCK OF ITS SUBSIDIARIES(IN EACH CASE,
WHETHER NOW OWNED OR HEREAFTER