SUCH PARTY'S RECORDS
AND BILLING SYSTEMS AS PART OF ONGOING REVIEW AND AUDIT PROCEDURES OF PARTY A.
WITHIN SIX MONTHS OF THE CLOSING DATE (AND FROM TIME TO TIME, AS REQUESTED BY
PARTY A), SUCH PARTY SHALL PROVIDE PARTY A WITH COPIES OF ALL OF SUCH PARTY'S
INFORMATION TECHNOLOGY INFRASTRUCTURE SYSTEMS (INCLUDING, WITHOUT LIMITATION,
BILLING SYSTEMS) REQUIRED TO REALIZE THE VALUE OF ALL CUSTOMER CONTRACTS AND
REQUIRED ASSOCIATED LICENSES (AT NO COST TO PARTY A AND UPDATED AS NECESSARY
FROM TIME TO TIME) SO THAT PARTY A CAN OPERATE SUCH PARTY'S BUSINESS IN THE
EVENT OF A FORECLOSURE BY PARTY A PURSUANT TO THE TERMS OF THIS AGREEMENT AND
THE OTHER ISDA DOCUMENTS.
AS AN ALTERNATIVE TO THE FOREGOING, PARTY A MAY AGREE
IN WRITING TO AN ARRANGEMENT WHERE SUCH PARTY PROVIDES PARTY A AND ITS PERSONNEL
WITH CONTROL OF SUCH PARTY'S OPERATIONS THROUGH ACCESS TO, AND CONTROL OF, SUCH
PARTY'S DISASTER RECOVERY FACILITIES IN THE EVENT OF A DEFAULT OR POTENTIAL
TERMINATION EVENT HEREUNDER OR UNDER THE OTHER MASTER ISDAS.
PARTY A
ACKNOWLEDGES THE CONFIDENTIAL NATURE OF SUCH INFORMATION TECHNOLOGY
INFRASTRUCTURE AND IN NO EVENT SHALL PARTY A DISCLOSE TO OR SHARE WITH ANY THIRD
PARTIES ANY OF SUCH INFORMATION TECHNOLOGY INFRASTRUCTURE WITHOUT THE EXPRESS
WRITTEN CONSENT OF PARTY B.
(XVII)
NOVATION OR TERMINATION OF CERTAIN TRANSACTIONS.
PARTY B AND MX ENERGY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO NOVATE OR
TERMINATE ALL TRANSACTIONS UNDERLYING THE INDEBTEDNESS PERMITTED BY CLAUSE
(III) OF THE DEFINITION OF "PERMITTED INDEBTEDNESS" SET FORTH IN PART 14 AS
PROMPTLY AS PRACTICABLE, BUT IN ANY EVENT WITHIN 30 DAYS OF THE CLOSING DATE.
(XVIII)
REIMBURSEMENT OBLIGATION.
(A)
IN THE EVENT (A) THAT PARTY A OR ANY OTHER
PERSON ON BEHALF OF PARTY A PERFORMS ANY OBLIGATION OF PARTY B TO A EDC, ISO OR
ANY OTHER THIRD PARTY (IT BEING UNDERSTOOD THAT NOTHING IN THIS CLAUSE (A) SHALL
BE CONSTRUED TO REQUIRE ANY SUCH PERFORMANCE BY PARTY A) OR (B) THAT ANY
PAYMENT, DISBURSEMENT OR PERFORMANCE UNDER ANY CREDIT SUPPORT HAS BEEN MADE TO
ANY EDC, ISO OR ANY OTHER THIRD PARTY, IN EITHER CASE (WHETHER OR NOT THE
OBLIGATIONS SECURED THEREBY ARE NOW OR HEREAFTER EXISTING), PARTY B SHALL,
WITHIN ONE BUSINESS DAY OF A WRITTEN DEMAND THEREFOR MADE BY PARTY A, (I) IN THE
CASE OF CLAUSE (A), PAY TO PARTY A AN AMOUNT, AS REASONABLY CALCULATED BY PARTY
A, EQUAL TO THE TOTAL AMOUNT IT WILL COST PARTY A OR SUCH OTHER PERSON ON BEHALF
OF PARTY A TO PERFORM SUCH OBLIGATION; (II) IN THE CASE OF CLAUSE (B), PAY TO
PARTY A ALL AMOUNTS PAID OR DISBURSED UNDER ANY CREDIT SUPPORT AND (III) PAY TO
PARTY A ANY OTHER COST OR EXPENSE OF ANY NATURE REASONABLY INCURRED BY PARTY A
(INCLUDING ANY TAXES AND REASONABLE ATTORNEYS' FEES AND EXPENSES) IN CONNECTION
WITH THE FOREGOING (INCLUDING ANY SUCH TAXES, COSTS AND EXPENSES INCURRED BY
PARTY A TO THIRD PARTIES THAT ISSUE CREDIT SUPPORT) (COLLECTIVELY, THE
"REIMBURSEMENT OBLIGATION").
INTEREST SHALL BE PAYABLE ON THE