A CUSTOMER SERVED BY SUCH LDC, PARTY B SHALL CAUSE SUCH LDC
TO IRREVOCABLY AGREE TO MAKE ALL PAYMENTS OWING TO PARTY B OR TO ANY SPECIFIED
ENTITY OF PARTY B DIRECTLY TO A LOCKBOX ACCOUNT COVERED BY THE WACHOVIA CONTROL
AGREEMENT.
PART 13.
NEGATIVE COVENANTS
(A)
GENERAL COVENANTS.
EACH SPECIFIED ENTITY
OF PARTY B, PARTY B IN RESPECT OF EACH SPECIFIED ENTITY OF PARTY B AND PARTY B
AS TO ITSELF AS SET FORTH BELOW, AGREES WITH PARTY A THAT, AT ALL TIMES PRIOR TO
THE DISCHARGE OF ISDA OBLIGATIONS:
(I)
INDEBTEDNESS.
PARTY B AND EACH SUCH
SPECIFIED ENTITY WILL NOT, AT ANY TIME DIRECTLY OR INDIRECTLY CREATE, INCUR,
ASSUME, GUARANTEE OR OTHERWISE BE OR BECOME LIABLE FOR ANY INDEBTEDNESS, EXCEPT
PERMITTED INDEBTEDNESS.
(II)
LIENS.
PARTY B AND EACH SUCH SPECIFIED
ENTITY WILL NOT CREATE, ASSUME, INCUR OR SUFFER TO EXIST ANY LIEN UPON OR WITH
RESPECT TO ANY PROPERTY NOW OWNED OR HEREAFTER ACQUIRED BY IT (INCLUDING THE
COLLATERAL), OR ASSIGN OR SELL ANY INCOME OR REVENUES (INCLUDING ACCOUNTS
RECEIVABLE) OR RIGHTS IN RESPECT OF ANY THEREOF, EXCEPT FOR PERMITTED LIENS.
(III)
MERGER AND CONSOLIDATION; DISPOSITION OF
ASSETS; NEW SUBSIDIARIES.
(A)
EXCEPT AS OTHERWISE PERMITTED BY THIS
AGREEMENT, PARTY B AND EACH SUCH SPECIFIED ENTITY SHALL NOT BE A PARTY TO ANY
MERGER OR CONSOLIDATION OR, EXCEPT IN THE ORDINARY COURSE OF BUSINESS, TRANSFER,
SELL, ASSIGN (EXCEPT AS CONTEMPLATED BY THE ISDA SECURITY DOCUMENTS), CONVEY,
LEASE, SUBLEASE OR OTHERWISE DISPOSE OF ANY OF ITS PROPERTY OR BUSINESS (WHETHER
NOW OWNED OR HEREAFTER ACQUIRED) OR OTHERWISE EFFECT AN ASSET SALE, EXCEPT THAT
PARTY B AND EACH SUCH SPECIFIED ENTITY MAY (I) DISPOSE OF ANY OBSOLETE OR
WORN-OUT PROPERTY NO LONGER REQUIRED IN CONNECTION WITH THE OPERATION OF ITS
BUSINESS AND (II) DISPOSE OF PROPERTY THAT IS REPLACED BY OTHER PROPERTY OF LIKE
UTILITY IN ITS BUSINESS.
(B)
PARTY B AND EACH SUCH SPECIFIED ENTITY SHALL
NOT CREATE OR CAUSE TO BE CREATED ANY SUBSIDIARY OTHER THAN THOSE LISTED ON
EXHIBIT 5(J)(IV) WITHOUT (I) THE CONSENT OF PARTY A AND (II) ANY SUCH SUBSIDIARY
EXECUTING AND DELIVERING TO PARTY A A GUARANTEE AND COLLATERAL AGREEMENT JOINDER
(AS SUCH TERM IS DEFINED IN THE GUARANTEE AND COLLATERAL AGREEMENT).
(IV)
ORGANIZATIONAL DOCUMENTS; CAPITALIZATION; FISCAL
YEAR; LEGAL FORM.
PARTY B AND EACH SUCH SPECIFIED ENTITY WILL NOT AMEND OR
MODIFY ITS CONSTITUTIONAL DOCUMENTS (INCLUDING THE CERTIFICATE OF INCORPORATION
AND THE BYLAWS), ALTER ITS AUTHORIZED CAPITALIZATION, CHANGE ITS LEGAL FORM OR
CHANGE ITS FISCAL YEAR WITHOUT THE CONSENT OF PARTY A.
(V)
NO OTHER BUSINESS.
PARTY B AND EACH SUCH
SPECIFIED ENTITY WILL NOT ENGAGE IN, OR PERMIT ANY OF ITS AFFILIATES TO ENGAGE
IN, (A) WITH RESPECT TO PARTY B AND MX CANADA, ANY BUSINESS OTHER THAN THE
PURCHASE AND SALE OF GAS TO CUSTOMERS AND OTHER ACTIVITIES NECESSARY IN
CONNECTION THEREWITH, (B) WITH RESPECT TO MX ELECTRIC, ANY BUSINESS OTHER THAN
THE PURCHASE AND SALE OF ELECTRICITY TO RESIDENTIAL OR SMALL COMMERCIAL
END-USERS OF ELECTRICITY AND OTHER ACTIVITIES NECESSARY IN CONNECTION THEREWITH,