(C) WITH RESPECT TO INFOMETER.COM, ANY BUSINESS OTHER THAN PROVIDING
CONSULTATIONS AND AUDITS WITH RESPECT TO ENERGY SUPPLY PROCUREMENT AND
IMPROVING ENERGY EFFICIENCY AND OTHER ACTIVITIES IN CONNECTION THEREWITH,
(D) WITH RESPECT TO ONLINE CHOICE, ANY BUSINESS OTHER THAN THE COMMISSIONED SALE
OF CONSUMER PRODUCTS SUCH AS TELECOM SERVICES AND SATELLITE TV FOR HOMEOWNERS
AND SMALL BUSINESSES (PROVIDED THAT SUCH PRODUCTS MAY NOT BE SOLD DOOR-TO-DOOR)
AND OTHER ACTIVITIES IN CONNECTION THEREWITH AND (E) WITH RESPECT TO MX HOLDINGS
AND THE MX HOLDCOS (OTHER THAN INFOMETER.COM), ANY OTHER BUSINESS OTHER THAN
OWNING EQUITY INTERESTS IN PARTY B, MX CANADA, MX ELECTRIC OR ANOTHER MX HOLDCO.
49
(VI)
PERMITTED INVESTMENTS.
PARTY B AND EACH SUCH
SPECIFIED ENTITY WILL NOT MAKE, OR PERMIT TO REMAIN OUTSTANDING, ANY INVESTMENTS
EXCEPT PERMITTED INVESTMENTS.
(VII)
LEASES AND SALE-LEASEBACKS.
PARTY B
AND EACH
SUCH SPECIFIED ENTITY WILL NOT BECOME OR REMAIN LIABLE AS LESSEE, AS GUARANTOR
OR AS OTHER SURETY WITH RESPECT TO ANY LEASE, WHETHER AN OPERATING LEASE OR A
CAPITAL LEASE, OF ANY PROPERTY (WHETHER REAL, PERSONAL OR MIXED), WHETHER NOW
OWNED OR HEREAFTER ACQUIRED (A) THAT PARTY B OR SUCH SPECIFIED ENTITY HAS SOLD
OR TRANSFERRED, OR IS TO SELL OR TRANSFER, TO ANY OTHER PERSON OR (B) THAT PARTY
B OR SUCH SPECIFIED ENTITY INTENDS TO USE FOR SUBSTANTIALLY THE SAME PURPOSE AS
ANY OTHER PROPERTY THAT HAS BEEN OR IS TO BE SOLD OR TRANSFERRED BY IT TO ANY
PERSON IN CONNECTION WITH SUCH LEASE.
(VIII)
CAPITAL EXPENDITURES.
PARTY B AND EACH SUCH
SPECIFIED ENTITY SHALL NOT MAKE OR INCUR ANY CAPITAL EXPENDITURES (INCLUDING
OBLIGATIONS UNDER CAPITAL LEASE OBLIGATIONS) OTHER THAN IN A BUDGET APPROVED BY
PARTY A IN ACCORDANCE WITH PART 12(A)(XIII).
(IX)
ACQUISITIONS.
WITHOUT THE PRIOR CONSENT OF
PARTY A, PARTY B AND EACH SUCH SPECIFIED ENTITY WILL NOT MAKE ANY ACQUISITION.
(X)
RESTRICTED PAYMENTS.
PARTY B AND EACH
SUCH SPECIFIED ENTITY MAY NOT, DIRECTLY OR INDIRECTLY, DECLARE OR MAKE
RESTRICTED PAYMENTS; PROVIDED, HOWEVER, THAT THE FOLLOWING RESTRICTED PAYMENTS
MAY BE MADE:
(A)
SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST ON
THE OLD NOTES WHEN DUE AND PAYABLE;
(B)
PURCHASE OF OLD NOTES, PROVIDED THAT NO
DEFAULT OR POTENTIAL TERMINATION EVENT EXISTS PRIOR TO OR IMMEDIATELY FOLLOWING
ANY SUCH PURCHASE, AND PROVIDED FURTHER THAT THE FOLLOWING CONDITIONS ARE MET:
(1)
THE COLLATERAL COVERAGE RATIO IS AT LEAST
1.50:1.00, IMMEDIATELY PRIOR TO AND AFTER GIVING EFFECT TO SUCH PURCHASE;
(2)
THE PURCHASE PRICE REPRESENTS AT LEAST A
10% DISCOUNT FROM THE FACE AMOUNT OF THE OLD NOTES PURCHASED; AND
(3)
THE AGGREGATE CASH AMOUNT OF PURCHASES OF
OLD NOTES PURSUANT TO THIS PART 13(A)(X)(B) SHALL NOT EXCEED $2,000,000;
(C)
SCHEDULED PAYMENTS OF INTEREST AND ANY
RELATED TAX GROSS-UP AMOUNTS ON THE NOTES WHEN DUE AND PAYABLE;
(D)
PREPAYMENT OF THE OLD NOTES AND/OR THE NOTES
PURSUANT TO A QUALIFIED INITIAL PUBLIC OFFERING;
(E)
PREPAYMENT OF THE NOTES IN ACCORDANCE WITH
SECTION 3.10 OF THE INTERCREDITOR AGREEMENT (INCLUDING REPLACEMENT DEBT INCURRED
BY MX HOLDINGS THAT COMPLIES WITH SUCH SECTION 3.10);
(F)