MANAGEMENT TRANSACTIONS ENTERED INTO BY EITHER THE BORROWER OR IPC 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 IPC 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 IPC 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 IPC 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 OR OTHER BUSINESSES
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, PROVIDED THAT
INVESTMENTS IN NON-ENERGY RELATED BUSINESSES MADE AFTER THE DATE HEREOF SHALL
NOT EXCEED $150,000,000 AT ANY ONE TIME OUTSTANDING; AND
(V)
INVESTMENTS BY THE BORROWER OR A SUBSIDIARY IN CONNECTION WITH
A PERMITTED RECEIVABLES SECURITIZATION.
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
45
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)