DOES NOT RESULT IN A DEFAULT;
(IX)
INVESTMENTS RECEIVED IN CONNECTION WITH THE
BANKRUPTCY OR REORGANIZATION OF, OR SETTLEMENT OF DELINQUENT ACCOUNTS AND
DISPUTES WITH, OR AS A RESULT OF A DEFAULT BY, CUSTOMERS OR SUPPLIERS TO, OR
CO-INVESTORS IN, AN AES BUSINESS;
(X)
INVESTMENTS BY THE BORROWER AND ITS
SUBSIDIARIES NOT OTHERWISE PERMITTED UNDER THIS SECTION 5.16; PROVIDED THAT,
WITH RESPECT TO EACH INVESTMENT MADE PURSUANT TO THIS CLAUSE (X):
(A)
INVESTMENTS BY THE BORROWER IN EXCLUDED AES
ENTITIES AFTER THE EFFECTIVE DATE SHALL NOT EXCEED $135,000,000; PROVIDED THAT
AT ANY TIME THAT THE RECOURSE DEBT TO CASH FLOW RATIO IS LESS THAN 4.00 TO 1.00
THERE SHALL BE NO LIMITATION ON INVESTMENTS IN EXCLUDED AES ENTITIES;
(B)
SUCH INVESTMENT SHALL BE IN PROPERTY AND
ASSETS WHICH ARE PART OF, OR IN LINES OF BUSINESS WHICH ARE, SUBSTANTIALLY THE
SAME LINES OF BUSINESS AS, OR COMPLEMENTARY OR ANCILLARY TO, ONE OR MORE OF THE
PRINCIPAL BUSINESSES OF THE BORROWER AND ITS SUBSIDIARIES IN THE ORDINARY
COURSE, INCLUDING ANY ENERGY-RELATED INFRASTRUCTURE OR PUBLIC UTILITY BUSINESSES
AND THE OWNERSHIP, EXTRACTION, PROCESSING, TRANSPORTATION, DISTRIBUTION AND
SALES OF FOSSIL FUELS AND DERIVATIVES THEREOF, BUT EXCLUDING TRADING ACTIVITIES
OR HEDGING TRANSACTIONS OTHER THAN SUCH ACTIVITIES CONDUCTED IN THE ORDINARY
COURSE OF BUSINESS; AND
(C)
(1) IMMEDIATELY BEFORE AND IMMEDIATELY AFTER
GIVING PRO FORMA EFFECT TO ANY SUCH PURCHASE OR OTHER ACQUISITION, NO EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND (2) IMMEDIATELY AFTER GIVING
EFFECT TO SUCH PURCHASE OR OTHER ACQUISITION, THE BORROWER AND ITS SUBSIDIARIES
SHALL BE IN PRO FORMA COMPLIANCE WITH ALL OF THE COVENANTS SET FORTH IN SECTIONS
5.12, 5.13 AND 5.14, SUCH COMPLIANCE TO BE DETERMINED ON THE BASIS OF THE
FINANCIAL INFORMATION MOST RECENTLY DELIVERED TO THE AGENT AND THE BANK PARTIES
AS THOUGH SUCH INVESTMENT HAD BEEN CONSUMMATED AS OF THE FIRST DAY OF THE FISCAL
PERIOD COVERED THEREBY;
(XI)
(A) INVESTMENTS BY ANY SUBSIDIARY WITH FUNDS
OR OTHER PROPERTY RECEIVED BY SUCH SUBSIDIARY FROM THE BORROWER OR A SUBSIDIARY
AS A RESULT OF AN INVESTMENT OTHERWISE PERMITTED HEREBY AND (B) INVESTMENTS BY
ANY SUBSIDIARY (OTHER THAN A QUALIFIED HOLDING COMPANY) WITH FUNDS OR OTHER
PROPERTY GENERATED BY ITS OPERATIONS (INCLUDING BY WAY OF FINANCINGS PERMITTED
HEREBY) OR BY THE OPERATIONS (INCLUDING BY WAY OF FINANCINGS PERMITTED HEREBY)
OF ITS SUBSIDIARIES IN ANY OTHER SUBSIDIARY WHICH EITHER IS A DIRECT OR INDIRECT
SUBSIDIARY OF SUCH INVESTING SUBSIDIARY OR A DIRECT OR INDIRECT PARENT COMPANY
OF SUCH INVESTING SUBSIDIARY AND THE PROCEEDS OF SUCH INVESTMENT SHALL BE
APPLIED BY THE SUBSIDIARY RECEIVING SUCH INVESTMENT SOLELY FOR FUNDING THE
OPERATION, MAINTENANCE (INCLUDING MODIFICATIONS AND UPGRADES TO COMPLY WITH
APPLICABLE LAWS AND
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REGULATIONS), ON-GOING CONSTRUCTION OR WORKING CAPITAL REQUIREMENTS WHICH ARE
NECESSARY FOR THE OPERATION OF THE BUSINESS OF SUCH SUBSIDIARY OR FOR SUCH
SUBSIDIARY TO SATISFY ITS CONTRACTUAL AND LEGAL OBLIGATIONS;
(XII)
INVESTMENTS BY ANY SUBSIDIARY OF THE BORROWER
CONSISTING OF LOANS MADE TO ANY PERSON WHICH DIRECTLY OR INDIRECTLY HOLDS THE
EQUITY INTERESTS OF SUCH