Common use of Sale or Other Disposition of Assets Clause in Contracts

Sale or Other Disposition of Assets. The Borrower will not, and will not permit any Subsidiary to, except as permitted under this Section 10.8, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the Borrower or any Subsidiary may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date has an aggregate value (determined after depreciation and in accordance with GAAP) of not more than ten percent (10%) of the aggregate value of all of the Borrower's and its Subsidiaries' real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 2003; (iii) the Borrower may dispose of its real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined herein; (iv) a Southern Union Trust may distribute the Borrower's subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions; (v) the Borrower or any Subsidiary may dispose of real property or tangible personal property other than Inventory (in consideration of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), provided that the aggregate value of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date does not exceed ten percent (10%) of the aggregate value of all of the Borrower's and its Subsidiaries' real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 2003; (vi) the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such clause (ii) Qualifying Assets; (vii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h), provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such other Investments; (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ix) the Borrower may sell all stock or all or substantially all of the assets in Sea Robin Pipeline Company.

Sale or Other Disposition of Assets. The Borrower will not, and will not permit any Subsidiary to, except as permitted under this Section 10.89.8, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the Borrower or any Subsidiary may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) Lavaca Realty Company may dispose of its Property on the terms set forth in Section 9.6(c); (iii) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date has an aggregate value as of the date of such transfer or disposition (determined after depreciation and in accordance with GAAP) of not more than ten percent (10%) of the aggregate value of all of the Borrower's and its Subsidiaries' real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December March 31, 20032000; provided, however, that notwithstanding the foregoing limitation on the transfer of assets by the Borrower to any Subsidiary, the Borrower may at any time after the Closing Date transfer all or any portion of the stock or other equity securities owned by the Borrower in Capstone Turbine Corporation to a wholly-owned Subsidiary hereafter created by the Borrower for the purpose of owning and holding such stock and other equity securities; (iiiiv) the Borrower and Lavaca Realty Company may dispose of its their real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined herein; (ivv) a Southern Union Trust may distribute the Borrower's subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement hereafter filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Pending Acquisitions; (vvi) the Borrower or any Subsidiary may dispose of real property or tangible personal property other than Inventory (in consideration of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), provided that the aggregate value as of the date of disposition of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date does not exceed ten percent (10%) of the aggregate value of all of the Borrower's and its Subsidiaries' real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December March 31, 20032000; (vivii) the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies make a payment on the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facilityfrom such disposition, and (b) the amount of Loan proceeds previously advanced used to finance the acquisition of acquire such clause (ii) Qualifying Assets; and (viiviii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h9.4(h), provided that the Borrower applies make a payment on the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facilityfrom such disposition, and (b) the amount of Loan proceeds previously advanced used to finance the acquisition of acquire such other Investments; (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ix) the Borrower may sell all stock or all or substantially all of the assets in Sea Robin Pipeline Company.

Sale or Other Disposition of Assets. The Borrower will not, and will not permit any Subsidiary to, except as permitted under this Section 10.8, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the Borrower or any Subsidiary may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting con­sist­ing of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without with­out replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date September 29, 2005 has an aggregate value (determined after depreciation and in accordance with GAAP) of not more than ten percent (10%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31June 30, 20032005; (iii) the Borrower may dispose of its real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined herein; (iv) a Southern Union Trust may distribute the Borrower's subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions; (v) the Borrower or any Subsidiary may dispose of real property or tangible personal property other than Inventory Inven­tory (in consideration of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), provided that the aggregate value of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date September 29, 2005 does not exceed ten percent (10%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined deter­mined after depreciation and in accordance with GAAP, as of December 31June 30, 20032005; (viv) the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such clause (ii) Qualifying Assets; (vii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h), provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such other Investments; (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ixvi) the Borrower may sell all stock or all or substantially all of the assets in Sea Robin Xxxxx Pipeline CompanyCompany or the assets of its New England Gas Company division.

Sale or Other Disposition of Assets. The Borrower will not, and will not permit any Subsidiary to, except as permitted under this Section 10.810.08, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the Borrower or any Subsidiary may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date December 31, 2010 has an aggregate value (determined after depreciation and in accordance with GAAP) of not more than ten twenty percent (1020%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 20032010; (iii) the Borrower may dispose of its real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined herein; (iv) a Southern Union Trust may distribute the Borrower's subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions; (v) the Borrower or any Subsidiary may dispose of real property or tangible personal property other than Inventory (in consideration of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), provided that the aggregate value of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date December 31, 2010 does not exceed ten twenty percent (1020%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 20032010; (viv) the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such clause (ii) Qualifying Assets; (vii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h), provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such other Investments; (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ixvi) the Borrower may sell all stock or all or substantially all of the assets in Sea Robin Rxxxx Pipeline CompanyCompany or the assets of its New England Gas Company division and (vii) the Borrower and it Subsidiaries may dispose of any receivables and related rights pursuant to any Receivables Purchase and Sale Agreement.

Sale or Other Disposition of Assets. The Borrower will not, and will not permit any Subsidiary to, except as permitted under this Section 10.810.08, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (ia) the Borrower or any Subsidiary may in the ordinary course of business dispose of (ai) Property consisting of Inventory; and (bii) Property consisting of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (iib) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date December 31, 2011 has an aggregate value (determined after depreciation and in accordance with GAAP) of not more than ten twenty percent (1020%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 20032011; (iiic) the Borrower may dispose of its real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined hereinDefault; (iv) a Southern Union Trust may distribute the Borrower's subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions; (vd) the Borrower or any Subsidiary may sell or otherwise dispose of real property any of its Property to third parties or tangible personal property Affiliates the sale of which is not otherwise permitted by any other than Inventory (in consideration clause of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), this Section 10.08; provided that the aggregate value of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date does not exceed ten percent (10%) of the aggregate book value of all Property sold or otherwise disposed of in reliance on this clause (d) shall not exceed $100,000,000; provided further, that the Borrower's and its Subsidiaries' real property and tangible personal property other than Inventory considered following sales or dispositions shall be permitted in addition to such amount but such sales or dispositions shall be conditioned, in each case, on a consolidated basis and determined after depreciation and pro forma compliance with the financial covenants described in accordance with GAAPSection 10.01, as of December 31, 2003; (vi) in effect at the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance time of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of sale or disposition: (ai) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such clause (ii) Qualifying Assets; (vii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h), provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such other Investments; (viii) Panhandle Eastern may sell all stock or all Equity Interests or substantially all of the assets of Sea Xxxxx Pipeline Company, (ii) assets of the Borrower’s New England Gas Company division (iii) Equity Interests or assets of PEI Power Corporation and (iv) interests representing up to 50% of the Equity Interests or assets of SUGS, including the direct or indirect parent companies of SUGS (other than the Borrower) and the direct or indirect Subsidiaries of such parent companies and of SUGS; provided that in Trunkline LNG Holdings the event of a transfer of 50% of the Equity Interests in SUGS or in such other companies or Subsidiaries to a joint venture in which the Borrower or any Subsidiary of the Borrower has an ownership interest, such joint venture shall not incur any Debt and the income from such joint venture shall not be included in Consolidated Net Income for any purpose except to the extent such income is distributed in cash to the Borrower or one of its wholly-owned Subsidiaries; (e) the Borrower and its Subsidiaries may dispose of assets pursuant to the Trunkline LNG Holdings SaleTransactions; and (ixf) the Borrower and its Subsidiaries may sell all stock or all or substantially all dispose of the assets in Sea Robin Pipeline Companyany receivables and related rights pursuant to any Receivables Purchase and Sale Agreement.

Sale or Other Disposition of Assets. The Borrower will not, and will not permit any Subsidiary to, except as permitted under this Section 10.89.8, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the Borrower or any Subsidiary may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date has an aggregate value as of the date of such transfer or disposition (determined after depreciation and in accordance with GAAP) of not more than ten percent (10%) of the aggregate value of all of the Borrower's and its Subsidiaries' real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 20032001; (iii) the Borrower may dispose of its real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined herein; (iv) a Southern Union Trust may distribute the Borrower's subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement hereafter filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions; (v) the Borrower or any Subsidiary may dispose of real property or tangible personal property other than Inventory (in consideration of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), provided that the aggregate value as of the date of disposition of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date does not exceed ten percent (10%) of the aggregate value of all of the Borrower's and its Subsidiaries' real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 20032001; (vi) the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies make a payment on the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facilityfrom such disposition, and (b) the amount of Loan proceeds previously advanced used to finance the acquisition of acquire such clause (ii) Qualifying Assets; (vii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h9.4(h), provided that the Borrower applies make a payment on the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facilityfrom such disposition, and (b) the amount of Loan proceeds previously advanced used to finance the acquisition of acquire such other Investments; and (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ix) the Borrower may sell all stock or all or substantially all of the assets in Sea Robin Pipeline Company...

Sale or Other Disposition of Assets. The Borrower Borrowers will not, and will not permit any Subsidiary of their respective Subsidiaries to, except as permitted under this Section 10.8, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the Borrower Parent or any Subsidiary of its Subsidiaries may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting of goods or equipment that are, in the opinion of the Borrower Parent or any Subsidiaryof its Subsidiaries, obsolete or unproductive, but if in the good faith judgment of the Borrower Parent or any such Subsidiary such disposition without replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) the Borrower Parent may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries of the Parent (other than to any of the SUG Partnership Entities at any time prior to the consummation of the Acquired Business Equity Interests Transfer), only if such Property so transferred or disposed of after the Existing Revolving Credit Facility Closing Date has an aggregate value (determined after depreciation and in accordance with GAAP) of not more than ten percent (10%) of the aggregate value of all of the Borrower's Parent’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31September 30, 20032005; (iii) the Borrower Parent may dispose of its real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined herein; (iv) a Southern Union Trust may distribute the Borrower's Parent’s subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions; (v) except to the Borrower extent prohibited by Section 10.19, the Parent or any Subsidiary of its Subsidiaries may dispose of real property or tangible personal property other than Inventory (in consideration of such amount as in the good faith judgment of the Borrower Parent or such Subsidiary represents a fair consideration therefor), provided that the aggregate value of such property disposed of (determined after depreciation and in accordance with GAAP) after the Existing Revolving Credit Facility Closing Date does not exceed ten percent (10%) of the aggregate value of all of the Borrower's Parent’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31September 30, 20032005; provided, however, that no such disposition shall be made to any of the SUG Partnership Entities at any time prior to the consummation of the Acquired Business Equity Interests Transfer; (vi) the Borrower Parent may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, except to the extent then outstandingprohibited by Section 10.19; provided, and the balance of however, that no such net sales proceeds, if any, disposition shall be applied against made to any of the Loans in an amount equal SUG Partnership Entities at any time prior to the lesser consummation of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such clause (ii) Qualifying AssetsAcquired Business Equity Interests Transfer; (vii) the Borrower Parent may dispose of other Investments of the type acquired under the terms of Section 10.4(h), provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such other Investments; (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ix) the Borrower Parent may sell all stock or all or substantially all of the assets in Sea Robin Rxxxx Pipeline Company; (ix) the Parent may consummate the Qualified Transaction so long as the Parent shall be in full compliance with all the provisions set forth in the definition of “Qualified Transaction”; (x) the SUG Purchasers may assign all of their rights, title and interest in and to Sxx Xxxxxxxxxx Acquisition Agreement and related documents to the SUG EAT Entities pursuant to and in accordance with the Sxx Xxxxxxxxxx Acquisition Agreement Assignment; and (xi) ESSI may assign its rights and interests in and to the SUG EAT Entities Loan Documents to the Parent or any other Subsidiary of the Parent (other than any of the SUG Partnership Entities) so long as at the time of such assignment the assignee becomes a party to the Intercreditor Agreement pursuant to a joinder agreement in form and substance satisfactory to the Agent. Notwithstanding the foregoing in this Section 10.8, any net cash proceeds received in connection with any Asset Sale by the Parent or any of its Subsidiaries shall be applied in accordance with Sections 4.1(b) and 4.1(c).

Sale or Other Disposition of Assets. The Borrower will not, and will not permit any Subsidiary to, except as permitted under this Section 10.8, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the Borrower or any Subsidiary may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date December 31, 2009 has an aggregate value (determined after depreciation and in accordance with GAAP) of not more than ten twenty percent (1020%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 20032009; (iii) the Borrower may dispose of its real property in one or more sale/leaseback transactions, provided that that, any Debt incurred in connection with such transaction does not create a Default as defined herein; (iv) a Southern Union Trust may distribute the Borrower's subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions; (v) the Borrower or any Subsidiary may dispose of real property or tangible personal property other than Inventory (in consideration of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), provided that the aggregate value of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date December 31, 2009 does not exceed ten twenty percent (1020%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 20032009; (viv) the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such clause (ii) Qualifying Assets; (vii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h), provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such other Investments; (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ixvi) the Borrower may sell all stock or all or substantially all of the assets in Sea Robin Xxxxx Pipeline CompanyCompany or the assets of its New England Gas Company division and (vii) the Borrower and it Subsidiaries may dispose of any receivables and related rights pursuant to any Receivables Purchase and Sale Agreement.

Sale or Other Disposition of Assets. The Borrower ----------------------------------- will not, and will not permit any Subsidiary to, except as permitted under this Section 10.8, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the -------- ------- Borrower or any Subsidiary may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) Lavaca Realty Company may dispose of its Property on the terms set forth in Section 10.6(c); (iii) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date has an aggregate a net book value (determined after depreciation and in accordance with GAAP) of not more than ten percent (10%) of $5,000,000.00 in the aggregate value of all of the Borrower's and its Subsidiaries' real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 2003aggregate; (iiiiv) the Borrower and Lavaca Realty Company may dispose of its their real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined herein; (ivv) a Southern Union Trust may distribute the Borrower's subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions1995; (vvi) the Borrower or any Subsidiary may dispose of real property or tangible personal property other than Inventory Inven ory (in consideration of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), provided that the aggregate value of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date does not exceed ten percent (10%) of the aggregate value of all of the Borrower's and its Subsidiaries' real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31, 2003; (vi) the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such clause (ii) Qualifying Assets; (vii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h), provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such other Investments; (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ix) the Borrower may sell all stock or all or substantially all of the assets in Sea Robin Pipeline Company.exceed

Sale or Other Disposition of Assets. The Borrower will not, and will not permit any Subsidiary to, except as permitted under this Section 10.8, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the Borrower or any Subsidiary may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting con-sist-ing of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without with-out replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date has an aggregate value (determined after depreciation and in accordance with GAAP) of not more than ten percent (10%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31June 30, 20032005; (iii) the Borrower may dispose of its real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined herein; (iv) a Southern Union Trust may distribute the Borrower's ’s subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement state-ment therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions; (v) the Borrower or any Subsidiary may dispose of real property or tangible personal property other than Inventory Inven-tory (in consideration of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), provided that the aggregate value of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date does not exceed ten percent (10%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined deter-mined after depreciation and in accordance with GAAP, as of December 31June 30, 20032005; (vi) the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such clause (ii) Qualifying Assets; (vii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h), provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such other Investments; (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ix) the Borrower may sell all stock or all or substantially all of the assets in Sea Robin Rxxxx Pipeline Company; and (ix) the Borrower may sell any of its operating divisions, so long as the Bridge Loan has not been fully paid and the net proceeds from such disposition(s) are assigned, distributed and applied in accordance with the terms of Section 4.1(c).

Sale or Other Disposition of Assets. The Borrower will not, and will not permit any Subsidiary to, except as permitted under this Section 10.8, sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or any part of its Property (whether now owned or hereafter acquired); provided, however, that (i) the Borrower or any Subsidiary may in the ordinary course of business dispose of (a) Property consisting of Inventory; and (b) Property consisting con-sist-ing of goods or equipment that are, in the opinion of the Borrower or any Subsidiary, obsolete or unproductive, but if in the good faith judgment of the Borrower or any Subsidiary such disposition without with-out replacement thereof would have a Material Adverse Effect, such goods and equipment shall be replaced, or their utility and function substituted, by new or existing goods or equipment; (ii) the Borrower may transfer or dispose of any of its Significant Property (in any transaction or series of transactions) to any Subsidiary or Subsidiaries only if such Property so transferred or disposed of after the Closing Date has an aggregate value (determined after depreciation and in accordance with GAAP) of not more than ten percent (10%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined after depreciation and in accordance with GAAP, as of December 31June 30, 20032005; (iii) the Borrower may dispose of its real property in one or more sale/leaseback transactions, provided that any Debt incurred in connection with such transaction does not create a Default as defined herein; (iv) a Southern Union Trust may distribute the Borrower's ’s subordinated debt securities constituting a portion of the Structured Securities, on the terms and under the conditions set out in the registration statement state-ment therefor filed with the Securities and Exchange Commission on March 25, 1995 or any similar registration statement filed with the Securities and Exchange Commission in connection with any other Structured Securities issued in connection with the Prior Acquisitions; (v) the Borrower or any Subsidiary may dispose of real property or tangible personal property other than Inventory Inven-tory (in consideration of such amount as in the good faith judgment of the Borrower or such Subsidiary represents a fair consideration therefor), provided that the aggregate value of such property disposed of (determined after depreciation and in accordance with GAAP) after the Closing Date does not exceed ten percent (10%) of the aggregate value of all of the Borrower's ’s and its Subsidiaries' ’ real property and tangible personal property other than Inventory considered on a consolidated basis and determined deter-mined after depreciation and in accordance with GAAP, as of December 31June 30, 20032005; (vi) the Borrower may dispose of Qualifying Assets of the type described in clause (ii) of the definition of Qualifying Assets, provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such clause (ii) Qualifying Assets; (vii) the Borrower may dispose of other Investments of the type acquired under the terms of Section 10.4(h), provided that the Borrower applies the net proceeds from such disposition against the Borrower's Debt under the Term Loan Facility, to the extent then outstanding, and the balance of such net sales proceeds, if any, shall be applied against the Loans in an amount equal to the lesser of (a) the balance of such net sales proceeds not applied against the Term Loan Facility, and (b) the amount of Loan proceeds previously advanced to finance the acquisition of such other Investments; and (viii) Panhandle Eastern may sell all stock or all or substantially all of the assets in Trunkline LNG Holdings pursuant to the Trunkline LNG Holdings Sale; and (ix) the Borrower may sell all stock or all or substantially all of the assets in Sea Robin Xxxxx Pipeline Company. Discount or Sale of Receivables. The Borrower will not, and will not permit any Subsidiary, other than Southern Union Total Energy Services, Inc., to discount or sell with recourse, or sell for less than the face value thereof (including any accrued interest) any of its notes receivable, receivables under leases or other accounts receivable.