(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 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
AES Fourth Amended and Restated Credit Agreement
88
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 JOINT VENTURE AGREEMENT, SHAREHOLDERS
AGREEMENT OR SIMILAR ARRANGEMENT EXISTING AS OF THE EFFECTIVE DATE THAT REQUIRES
ONE SHAREHOLDER TO TRANSFER ITS INTEREST TO ANOTHER UPON TERMS AND IN
CIRCUMSTANCES CUSTOMARY FOR THE INDUSTRY (PROVIDED THAT, IN THE CASE OF A
DISPOSITION OF EQUITY INTERESTS IN IPALCO OR ANY OF ITS SUBSIDIARIES OR ANY
SUBSIDIARY GUARANTOR OR SUBSIDIARY THEREOF, ANY CASH RECEIVED IN CONNECTION WITH
SUCH DISPOSITION SHALL BE TREATED AS NET CASH PROCEEDS FROM A 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