ASSETS; AND
(XIII)
(A) LIENS INCURRED BY THE BORROWER OR THE PARENT IN CONNECTION
WITH RATE MANAGEMENT TRANSACTIONS ENTERED INTO BY EITHER THE BORROWER OR THE
PARENT IN THE ORDINARY COURSE OF BUSINESS AND NOT FOR SPECULATION AND IN
ACCORDANCE WITH ITS ESTABLISHED RISK MANAGEMENT POLICIES, AND (B) OTHER LIENS
INCURRED BY THE BORROWER OR THE PARENT IN THE ORDINARY COURSE OF BUSINESS,
PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT OF THE INDEBTEDNESS SECURED BY THE
LIENS PERMITTED UNDER THIS CLAUSE (XIII) SHALL NOT EXCEED $50,000,000 AT ANY ONE
TIME OUTSTANDING.
THE "PRINCIPAL AMOUNT" OF THE INDEBTEDNESS OF THE BORROWER OR
THE PARENT IN RESPECT OF ANY RATE MANAGEMENT OBLIGATION AT ANY TIME SHALL BE THE
MAXIMUM AGGREGATE AMOUNT (GIVING EFFECT TO ANY NETTING AGREEMENTS) THAT THE
BORROWER OR THE PARENT WOULD BE REQUIRED TO PAY IF SUCH RATE MANAGEMENT
OBLIGATION WERE TERMINATED AT SUCH TIME OF DETERMINATION.
6.12
LEVERAGE RATIO.
THE BORROWER WILL NOT PERMIT THE
RATIO, DETERMINED AS OF THE END OF EACH OF ITS FISCAL QUARTERS, OF (I)
CONSOLIDATED INDEBTEDNESS TO (II) CONSOLIDATED TOTAL CAPITALIZATION TO BE
GREATER THAN 0.65 TO 1.0.
6.13
INVESTMENTS AND ACQUISITIONS.
WITHOUT THE PRIOR
WRITTEN CONSENT OF THE REQUIRED LENDERS (SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD), THE BORROWER WILL NOT, NOR WILL IT PERMIT ANY SUBSIDIARY TO, MAKE OR
SUFFER TO EXIST ANY INVESTMENTS (INCLUDING LOANS AND ADVANCES TO, AND OTHER
INVESTMENTS IN, SUBSIDIARIES, OR COMMITMENTS THEREFOR, OR TO CREATE ANY
SUBSIDIARY OR TO BECOME OR REMAIN A PARTNER IN ANY PARTNERSHIP OR JOINT
VENTURE), OR TO MAKE ANY ACQUISITION OF ANY PERSON, EXCEPT:
(I)
CASH EQUIVALENT INVESTMENTS AND INVESTMENTS PERMITTED BY THE
INVESTMENT POLICIES APPROVED FROM TIME TO TIME BY THE BOARD OF DIRECTORS OF THE
BORROWER OR THE RELEVANT SUBSIDIARY, AS APPLICABLE;
(II)
INVESTMENTS IN, AND LOANS AND ADVANCES TO, SUBSIDIARIES
EXISTING AS OF THE DATE HEREOF AND OTHER INVESTMENTS EXISTING AS OF THE DATE
HEREOF;
(III)
INVESTMENTS BY SUBSIDIARIES IN SECURITIES OF THE BORROWER AND
INVESTMENTS BY THE BORROWER AND ITS SUBSIDIARIES IN ANY BUSINESS TRUST
CONTROLLED, DIRECTLY OR INDIRECTLY, BY THE BORROWER TO THE EXTENT SUCH BUSINESS
TRUST PURCHASES SECURITIES OF THE BORROWER;
(IV)
IN ADDITION TO INVESTMENTS OTHERWISE PERMITTED HEREUNDER,
INVESTMENTS AND ACQUISITIONS RELATED TO THE ENERGY BUSINESS OF THE BORROWER AND
ITS SUBSIDIARIES MADE AFTER THE DATE HEREOF IN AN AGGREGATE AMOUNT NOT EXCEEDING
$750,000,000 AT ANY ONE TIME OUTSTANDING; AND
(V)
INVESTMENTS BY THE BORROWER OR A SUBSIDIARY IN CONNECTION WITH
A PERMITTED RECEIVABLES SECURITIZATION.
45
6.14
SUBSIDIARY DIVIDEND RESTRICTIONS.
THE BORROWER WILL
NOT, NOR WILL IT PERMIT ANY MATERIAL SUBSIDIARY TO, BECOME A PARTY TO ANY
AGREEMENT PROHIBITING OR RESTRICTING THE ABILITY OF SUCH MATERIAL SUBSIDIARY TO
DECLARE OR PAY DIVIDENDS TO THE BORROWER, EXCEPT AS DISCLOSED IN SCHEDULE 5.12,
OTHER THAN PROHIBITIONS OR RESTRICTIONS IN CONNECTION WITH A PERMITTED
RECEIVABLES SECURITIZATION.
6.15
AFFILIATES.
THE BORROWER WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO, ENTER INTO ANY TRANSACTION (INCLUDING THE PURCHASE OR
SALE OF ANY PROPERTY OR SERVICE) WITH, OR MAKE ANY