FROM THE BONA FIDE
EXERCISE BY GOVERNMENTAL AUTHORITY OF ITS CLAIMED OR ACTUAL POWER OF EMINENT
DOMAIN; (2) ANY CASH PAYMENTS OTHERWISE PERMITTED UNDER THIS AGREEMENT; (3) ANY
SALE, TRANSFER, CONVEYANCE, LEASE OR OTHER DISPOSITION OF AN ASSET IN THE
ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST PRACTICE PURSUANT TO THE
TERMS OF ANY POWER SALES AGREEMENT OR STEAM SALES AGREEMENT OR OTHER AGREEMENT
OR CONTRACT RELATED TO THE OUTPUT OR PRODUCT OF, OR SERVICES RENDERED BY, A
POWER SUPPLY BUSINESS AS TO WHICH A SUBSIDIARY IS THE SUPPLYING PARTY; (4) ANY
DISPOSITION OF ANY EQUITY INTEREST IN A POWER SUPPLY BUSINESS PURSUANT TO THE
TERMS OF A
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JOINT VENTURE AGREEMENT, SHAREHOLDERS AGREEMENT OR SIMILAR ARRANGEMENT EXISTING
AS OF THE DATE HEREOF THAT REQUIRES ONE SHAREHOLDER TO TRANSFER ITS INTEREST TO
ANOTHER UPON TERMS AND IN CIRCUMSTANCES CUSTOMARY FOR THE INDUSTRY (PROVIDED
THAT ANY CASH RECEIVED IN CONNECTION WITH SUCH DISPOSITION SHALL BE TREATED AS
NET CASH PROCEEDS FROM A COVERED ASSET SALE); OR (5) ANY DISPOSITION OF ASSETS
SUBJECT TO A LIEN PERMITTED HEREBY THAT IS TRANSFERRED TO THE LIENHOLDER OR ITS
DESIGNEE IN SATISFACTION OR SETTLEMENT OF THE LIENHOLDER'S CLAIM OR A
REALIZATION UPON A SECURITY INTEREST PERMITTED UNDER THIS AGREEMENT;
(VIII)
ANY DISPOSITION IN CONNECTION WITH DIRECTORS'
QUALIFYING SHARES OR INVESTMENTS BY FOREIGN NATIONALS MANDATED BY APPLICABLE
LAW;
(IX)
ANY SALE OF SHARES OF REDEEMABLE STOCK OF A
SUBSIDIARY TO THE EXTENT SUCH SHARES CONSTITUTE DEBT PERMITTED BY SECTION 5.07;
(X)
A SALE-LEASEBACK TRANSACTION INVOLVING
SUBSTANTIALLY ALL OF THE ASSETS OF A POWER SUPPLY BUSINESS WHERE A SUBSIDIARY
SELLS THE POWER SUPPLY BUSINESS TO A PERSON IN EXCHANGE FOR THE ASSUMPTION BY
THAT PERSON OF THE DEBT FINANCING THE POWER SUPPLY BUSINESS AND THE SUBSIDIARY
LEASES THE POWER SUPPLY BUSINESS FROM SUCH PERSON; PROVIDED THAT SUCH SALE,
ASSUMPTION AND LEASE ARE CONSUMMATED IN EACH CASE ON A NO LESS THAN FAIR MARKET
VALUE BASIS;
(XI)
DISPOSITIONS OF CONTRACT RIGHTS, DEVELOPMENT
RIGHTS AND RESOURCE DATA MADE IN CONNECTION WITH THE INITIAL DEVELOPMENT OF AN
AES BUSINESS AND PRIOR TO THE COMMENCEMENT OF COMMERCIAL OPERATION OF SUCH AES
BUSINESS FOR REASONABLY EQUIVALENT VALUE; AND
(XII)
TRANSACTIONS MADE IN ORDER TO ENHANCE THE
REPATRIATION OF CASH FROM A SUBSIDIARY WHERE SUCH SUBSIDIARY IS ORGANIZED UNDER
THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED STATES OR ANY STATE THEREOF
TO THE EXTENT THAT SUCH CASH IS RECEIVED OR HELD BY A PERSON SUBJECT IN RESPECT
OF SUCH CASH TO THE TAX LAWS OF A JURISDICTION OTHER THAN THE UNITED STATES OR
ANY STATE THEREOF OR IN ORDER TO INCREASE THE AFTER-TAX AMOUNTS THEREOF
AVAILABLE FOR IMMEDIATE DISTRIBUTION (PROVIDED THAT IF ANY ASSET THAT IS THE
SUBJECT OF SUCH TRANSACTION IS SUBJECT TO A LIEN IN FAVOR OF THE SECURED HOLDERS
IMMEDIATELY PRIOR TO SUCH TRANSACTION THEN SUCH ASSET SHALL BE SUBJECT TO A LIEN
IN FAVOR OF THE SECURED HOLDERS IMMEDIATELY AFTER SUCH TRANSACTION).
provided that in the case of sales of assets pursuant to clause (iv)