OF ITS BUSINESS AND THE GRANTING OF ANY OPTION OR OTHER RIGHT TO PURCHASE, LEASE
OR OTHERWISE ACQUIRE ASSETS IN THE ORDINARY COURSE OF ITS BUSINESS;
80
(II)
IN A TRANSACTION PERMITTED BY
SECTION 5.11;
(III)
SALES, TRANSFERS OR OTHER DISPOSITIONS OF
ASSETS AMONG THE BORROWER AND ITS SUBSIDIARIES; PROVIDED, HOWEVER, THAT (A) IN
RESPECT OF SALES, TRANSFERS OR OTHER DISPOSITIONS BY THE BORROWER TO ITS
SUBSIDIARIES, THE BORROWER SHALL NOT SELL, LEASE, TRANSFER OR OTHERWISE DISPOSE
OF ANY ASSETS (OTHER THAN EXCLUDED AES ENTITIES) TO ANY EXCLUDED AES ENTITY, AND
(B) IN RESPECT OF SALES, TRANSFERS OR OTHER DISPOSITIONS BY SUBSIDIARIES TO
OTHER SUBSIDIARIES, (1) WITH RESPECT TO EXCLUDED AES ENTITIES, ONLY EXCLUDED AES
ENTITIES MAY SELL, TRANSFER OR OTHERWISE DISPOSE OF ASSETS TO ANOTHER EXCLUDED
AES ENTITY AND (2) WITH RESPECT TO OTHER SUBSIDIARIES, SUCH SALES, TRANSFERS OR
OTHER DISPOSITIONS ARE EITHER PERMITTED BY SECTION 5.16 OR THE TRANSFERRING
SUBSIDIARY HAS RECEIVED FAIR VALUE FOR SUCH SALES, TRANSFERS OR DISPOSITIONS;
AND
(IV)
SALES, TRANSFERS OR OTHER DISPOSITIONS OF
ASSETS SO LONG AS (I) THE CONSIDERATION RECEIVED BY THE BORROWER AND ITS
SUBSIDIARIES FOR SUCH ASSET SHALL HAVE BEEN DETERMINED ON THE BASIS OF
ARMS-LENGTH NEGOTIATIONS WITH A NON-AFFILIATE, (II) IN THE CASE OF SALES OF
ASSETS OR EQUITY INTERESTS OF, OR OTHER INVESTMENTS IN, IPALCO OR ANY OF ITS
SUBSIDIARIES OR ANY SUBSIDIARY GUARANTOR OR SUBSIDIARY THEREOF, NO LESS THAN 75%
OF THE PURCHASE PRICE FOR SUCH ASSET SHALL BE PAID TO THE BORROWER AND ITS
SUBSIDIARIES SOLELY IN CASH OR SECURITIES OR OTHER OBLIGATIONS THAT CAN BE
READILY CONVERTED TO CASH SO LONG AS SUCH SECURITIES OR OTHER OBLIGATIONS ARE
CONVERTED TO CASH ON OR WITHIN 30 DAYS AFTER THE CLOSING DATE OF SUCH SALE,
TRANSFER OR OTHER DISPOSITION AND (III) ANY NON-CASH PROCEEDS RECEIVED BY THE
BORROWER OR AES BVI II FROM THE SALE OF SUCH ASSETS SHALL NOT CONSIST OF DEBT OR
EQUITY INTERESTS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES (OTHER THAN DEBT OF
THE BORROWER OR ANY OF ITS SUBSIDIARIES WITH A FAIR MARKET VALUE (TOGETHER WITH
THE FAIR MARKET VALUE OF THE DEBT OF THE BORROWER OR ANY OF ITS SUBSIDIARIES
COMPRISING THE ASSETS OF ANY PERSON IN WHICH AN EXCLUDED AES ENTITY HAS MADE AN
INVESTMENT PURSUANT TO SECTION 5.16(A)(VII) NOT IN EXCESS OF $15,000,000 IN THE
AGGREGATE) AND SHALL BE PLEDGED TO THE COLLATERAL TRUSTEES AS SECURITY AGREEMENT
COLLATERAL UNDER THE SECURITY AGREEMENT;
(V)
LIENS PERMITTED BY THE FINANCING DOCUMENTS;
(VI)
THE SALE OF EQUITY INTERESTS IN A PROJECT IN
DEVELOPMENT OR UNDER CONSTRUCTION THE PROCEEDS FROM WHICH SHALL BE USED TO FUND
THE COST OF DEVELOPMENT OR CONSTRUCTION OF SUCH PROJECT AND THE SALES OF EQUITY
INTERESTS BY A SUBSIDIARY THE PROCEEDS OF WHICH ARE USED TO FUND THE WORKING
CAPITAL AND OTHER NEEDS OF SUCH SUBSIDIARY AND ITS SUBSIDIARIES IN THE ORDINARY
COURSE OF BUSINESS, INCLUDING REASONABLY ANTICIPATED NEEDS FOR REPAYING DEBT AND
OTHER OBLIGATIONS AND MAKING INVESTMENTS IN ITS BUSINESS;
(VII)
(1) A DISPOSITION RESULTING