Common use of Dispositions of Properties Clause in Contracts

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."

Dispositions of Properties. -3- The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or ------- agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts -------- receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by -------- ------- the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate -------- book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or ------- agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts -------- receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by -------- ------- the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate -------- book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its ------- Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred by NPC or SPPC to a one or more commercial paper conduitconduits, special purpose subsidiary subsidiaries or similar entityentities; provided that (i) the aggregate face -------- amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 250,000,000, and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable by such entity made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of by such entity in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the BorrowerNPC's and SPPC's aggregate deferred energy accrual account accounts at such time and (II) the BorrowerNPC's and SPPC's aggregate deferred energy costs actually incurred but not yet reflected in the BorrowerNPC's and SPPC's respective deferred energy accrual accountaccounts, in each case as set forth in the BorrowerNPC's and SPPC's books and records; provided, further, that each Disposition made by the Borrower NPC or SPPC in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time; and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); ) provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000120,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), ------- any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred from time to time on a revolving basis by NPC or SPPC to one or more commercial paper conduitconduits, special purpose subsidiary subsidiaries or similar entityentities; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount -------- receivable that each of all other accounts receivable Disposed NPC and SPPC may Dispose of in reliance on this clause (c), ) does not exceed $125,000,000 at any one time outstanding and (ii) the net cash proceeds from the each Disposition by NPC or SPPC of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions by NPC or SPPC, respectively, of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of by NPC or SPPC, respectively, in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the BorrowerNPC's or SPPC's (as applicable) deferred energy accrual account at such time and (II) the BorrowerNPC's or SPPC's (as applicable) deferred energy costs actually incurred but not yet reflected in the BorrowerNPC's or SPPC's (as applicable) deferred energy accrual account, in each case as set forth in the BorrowerNPC's or SPPC's (as applicable) books and records; provided, further, that each Disposition made by the Borrower NPC or SPPC in -------- ------- reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a6.04(a), (b) and (c); provided -------- that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000120,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its ------- Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, -------- when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each -------- Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all -------- Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), ------- any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred from time to time on a revolving basis to a commercial paper conduit, special purpose subsidiary or similar entity; provided -------- that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), ) does not exceed $125,000,000 at any one time outstanding and (ii) the net cash proceeds from the each Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on -------- ------- this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a6.04(a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant to -------- this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), ------- any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred from time to time on a revolving basis to a commercial paper conduit, special purpose subsidiary or similar entity; provided -------- that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), ) does not exceed $125,000,000 at any one time outstanding and (ii) the net cash proceeds from the each Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on -------- ------ this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a6.04(a), (b) and (c); provided that the aggregate -------- book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its ------- Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable transferred to a commercial paper conduit, special purpose subsidiary or similar entity; provided that (i) the aggregate face amount of such accounts receivable, -------- when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual account, in each case as set forth in the Borrower's books and records; provided, further, that each Disposition made by the Borrower -------- ------- in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time and (d) in transactions other than as provided in Section 6.04 (a), (b) and (c); provided -------- that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "Dispose"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practicebusiness, (b) that is obsolete, (c) comprising accounts receivable transferred by NPC or SPPC to a one or more commercial paper conduitconduits, special purpose subsidiary subsidiaries or similar entityentities; provided that (i) the aggregate face amount of such accounts receivable, when added to the aggregate face amount of all other accounts receivable Disposed of in reliance on this clause (c), does not exceed $125,000,000 250,000,000 and (ii) the net cash proceeds from the Disposition of such accounts receivable, (A) when added to the net cash proceeds of all other Dispositions of accounts receivable by such entity made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of by such entity in reliance on this clause (c) and (B) at the time of such Disposition, do not exceed the sum of (I) the balance of the BorrowerNPC's and SPPC's aggregate deferred energy accrual account accounts at such time and (II) the BorrowerNPC's and SPPC's aggregate deferred energy costs actually incurred but not yet reflected in the BorrowerNPC's and SPPC's respective deferred energy accrual accountaccounts, in each case as set forth in the BorrowerNPC's and SPPC's books and records; provided, further, that each Disposition made by the Borrower NPC or SPPC in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time; and (d) in transactions other than as provided in Section 6.04 (a), (b) and ), (c); , and (d) provided that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d6.04 (e) from and after the date hereof shall not exceed $50,000,000120,000,000."

Dispositions of Properties. The Borrower shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, sale-leaseback, transfer, abandon or otherwise dispose of, voluntarily or involuntarily (collectively, "DisposeDISPOSE"), any of its Properties, or agree, become or remain liable contingently or otherwise to do any of the foregoing, except that, so long as no Default or Event of Default shall have occurred and be continuing or shall exist at such time or after giving effect to such transaction, the Borrower and its Subsidiaries may Dispose of Property (a) in transactions in the ordinary course of business consistent with past practice, (b) that is obsolete, (c) comprising accounts receivable and Related Security transferred from time to time on a revolving basis to the SPV, the Parent SPV, a commercial paper conduit, special purpose subsidiary conduit or similar entityother purchaser pursuant to a Receivables Purchase Facility; provided PROVIDED that (i) the aggregate face outstanding amount of capital associated with the Purchaser Interests that are Disposed of, or the outstanding amount of Advances made in respect of such Disposed accounts receivable, when added as the case may be, pursuant to all Receivables Purchase Facilities does not exceed $125,000,000 in the aggregate face as of any date of determination, and (ii) the aggregate net cash proceeds received by the Borrower for all Dispositions of accounts receivable and Related Security made pursuant to, or in connection with, Receivables Purchase Facilities are not less than the Minimum Advance Percentage of the aggregate amount of all other accounts receivable Disposed of in reliance on this clause (c)all such Dispositions; PROVIDED, does not exceed $125,000,000 HOWEVER, that, notwithstanding the foregoing, upon the occurrence and (ii) during the net cash proceeds from continuance of a Default or an Event of Default, the Disposition of such accounts receivable, (A) when added Borrower and its Subsidiaries may continue to the net cash proceeds of all other Dispositions Dispose of accounts receivable made in reliance on this clause (c), are not less than 80% of the aggregate face amount of all accounts receivable Disposed of in reliance on and Related Security pursuant to this clause (c) if (and only if) (A) the conditions set forth in clauses (i) and (ii) above are satisfied at the time of each such Disposition and (B) at the time of cash proceeds received by the Borrower for each such Disposition, do not exceed the sum of (I) the balance Disposition are applied immediately as a prepayment of the Borrower's deferred energy accrual account at such time and (II) the Borrower's deferred energy costs actually incurred but not yet reflected in the Borrower's deferred energy accrual accountLoans pursuant to Section 2.08(b); PROVIDED, in each case as set forth in the Borrower's books and records; provided, furtherFURTHER, that each Disposition made by the Borrower in reliance on this clause (c) shall constitute a representation and warranty of the Borrower, made at the time of such Disposition, that the conditions set forth in clauses (i) and (ii) above are satisfied at such time time, and (d) in transactions other than as provided in Section 6.04 (a6.04(a), (b) and (c); provided PROVIDED that the aggregate book value of all Property Disposed of pursuant to this Section 6.04(d) from and after the date hereof shall not exceed $50,000,000."