NOTICE OF SUCH FAILURE IS GIVEN TO PARTY
B;
(B)
FAILURE BY PARTY B OR ANY SPECIFIED ENTITY OF PARTY B
TO COMPLY
WITH OR PERFORM ANY AGREEMENT OR OBLIGATION
TO BE COMPLIED WITH OR PERFORMED BY
PARTY B OR SUCH SPECIFIED ENTITY IN ACCORDANCE WITH PART 13 ("NEGATIVE
COVENANTS");
3
(C)
AT ANY TIME THE OUTSTANDING AGGREGATE UNPAID VALUE EXCEEDS THE
AMOUNT OF MARGIN THEN HELD OR (IF PARTY A IS REQUIRED TO ESTABLISH REPLACEMENT
CUSTODIAL ACCOUNTS PURSUANT TO PART 11(F)) CONTROLLED BY PARTY A PURSUANT TO ANY
MASTER ISDA BY $45,000,000 OR MORE;
(D)
A CHANGE OF CONTROL SHALL HAVE OCCURRED;
(E)
ANY MONEY JUDGMENT, WRIT OR WARRANT OF ATTACHMENT OR SIMILAR
PROCESS INVOLVING IN ANY INDIVIDUAL CASE OR IN THE AGGREGATE AT ANY TIME AN
AMOUNT IN EXCESS OF
THE LOWER OF (1) 5% OF PARTY B'S OR ANY SPECIFIED ENTITY OF
PARTY B'S TOTAL ASSETS AS REFLECTED ON ITS MOST RECENT BALANCE SHEET (NOT
ADEQUATELY COVERED BY INSURANCE AS TO WHICH A SOLVENT AND UNAFFILIATED INSURANCE
COMPANY HAS ACKNOWLEDGED COVERAGE) OR (2) $1,000,000 SHALL BE ENTERED OR FILED
AGAINST PARTY B OR ANY SPECIFIED ENTITY OF PARTY B OR ANY OF THEIR RESPECTIVE
ASSETS;
(F)
(1) AT ANY TIME AFTER THE EXECUTION AND DELIVERY THEREOF, ANY
SPECIFIED AGREEMENT, OR ANY PROVISION THEREOF, SHALL CEASE TO BE IN FULL FORCE
AND EFFECT, SHALL BE TERMINATED OR SHALL BE DECLARED TO BE NULL AND VOID,
(2) PARTY A SHALL NOT HAVE OR SHALL CEASE TO HAVE A VALID AND PERFECTED
FIRST-PRIORITY LIEN IN ANY COLLATERAL WITH A FAIR MARKET VALUE IN EXCESS OF
$500,000, EXCEPT AS PERMITTED HEREUNDER OR UNDER THE ISDA SECURITY DOCUMENTS (OR
AS TO WHICH PARTY A MAY GRANT CONSENT FROM TIME TO TIME), PURPORTED TO BE
COVERED BY THE ISDA SECURITY DOCUMENTS HEREUNDER, OR (3) PARTY B OR ANY
SPECIFIED ENTITY OF PARTY B SHALL REPUDIATE OR CONTEST THE VALIDITY OR
ENFORCEABILITY OF ANY SPECIFIED AGREEMENT OR ANY PROVISION THEREOF IN WRITING OR
DENY IN WRITING THAT IT HAS ANY FURTHER LIABILITY UNDER ANY SPECIFIED AGREEMENT
OR ANY PROVISION THEREOF TO WHICH IT IS A PARTY;
(G)
ANY TIME THERE OCCURS AN "EVENT OF DEFAULT" OR "TERMINATION EVENT"
WITH RESPECT TO MX ELECTRIC UNDER, AND AS DEFINED IN THE MX ELECTRIC AGREEMENT,
OR AT ANY TIME THERE OCCURS AN EVENT OF DEFAULT OR TERMINATION EVENT (HOWEVER
DEFINED) WITH RESPECT TO MX CANADA UNDER ANY MX CANADA TRANSACTION;
(H)
ANY TIME THE COLLATERAL COVERAGE RATIO IS LESS THAN 1.25:1.00 WHEN
DETERMINED IN RESPECT OF THE MONTHS OF OCTOBER THROUGH MARCH (INCLUSIVE), OR IS
LESS THAN 1.4:1.00, WHEN DETERMINED FOR ANY OTHER MONTH;
(I)
[INTENTIONALLY OMITTED];
(J)
THERE IS, AT ANY TIME, A MATERIAL ADVERSE CHANGE (AS REASONABLY
DETERMINED BY PARTY A) IN (A) THE FINANCIAL CONDITION, THE RESULTS OF
OPERATIONS, BUSINESS, PROSPECTS OR RESULTS OF PARTY B AND PARTY B'S SPECIFIED
ENTITIES TAKEN AS A WHOLE, OR (B) THE COLLECTION RATE OR AGING OF ACCOUNTS
RECEIVABLE FOR PARTY B OR ANY SPECIFIED ENTITY OF