DAYS) AFTER 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 ENERGY UNDER, AND AS DEFINED IN THE MX
ENERGY AGREEMENT;
(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 PARTY B;
(K)
AT ANY TIME, (1) THE RIGHTS OF THE HOLDERS OF
CLASS B COMMON STOCK (INCLUDED IN MX HOLDINGS' SECOND AMENDED