AGREEMENT, (4) NOT PROJECT ANY
EXPENDITURES GREATER THAN PROJECTED CASH FLOWS, (5) PROVIDE FOR THE TIMELY
PAYMENT OF ALL TAXES, INCLUDING ALL FEDERAL, PROVINCIAL AND LOCAL WITHHOLDING
TAXES, ALL SALES AND USE TAXES AND ALL GROSS RECEIPTS TAXES AND (6) BE
SATISFACTORY TO PARTY A IN ITS REASONABLE DISCRETION AS A CREDITOR OF SUCH
SPECIFIED ENTITY.
(XIV)
MATCHED TRADING BOOK.
EXCEPT TO THE EXTENT SET FORTH
ON EXHIBIT 12(A)(XIV) HERETO, PARTY B SHALL MAINTAIN A MATCHED TRADING BOOK SUCH
THAT AT ALL TIMES (1) EACH SALE BY PARTY B OF A QUANTITY OF GAS AT A FIXED
FORWARD PRICE IS HEDGED BY A GAS SWAP OR GAS TRANSACTION MAINTAINED BY PARTY B
WITH PARTY A PURSUANT TO THIS AGREEMENT IN RESPECT OF AN EQUAL NOTIONAL QUANTITY
OF GAS (UNLESS PARTY A DETERMINES THAT A LOWER NOTIONAL QUANTITY IS APPROPRIATE
TO TAKE INTO ACCOUNT SUCH FACTORS AS PARTY A'S FORECAST OF PARTY B'S CUSTOMER
ATTRITION/CHURN, STORAGE SUPPLY, OR FORECAST MODIFICATIONS), WITH A LOWER FIXED
FORWARD PRICE AND (WITH RESPECT TO GAS SWAPS) WITH A FLOATING PRICE INDEX THAT
REASONABLY HEDGES THE MARKET PRICE OF GAS AT THE RELEVANT DELIVERY POINT OF SUCH
SALE, ALL AS REASONABLY SATISFACTORY TO PARTY A AND (2) FOR ANY FLOATING PRICE
PURCHASE BY PARTY B OF A QUANTITY OF GAS, THERE IS A FLOATING PRICE SALE OF AN
EQUAL QUANTITY OF GAS BY PARTY B AT THE SAME DELIVERY POINT AND WITH A HIGHER
FLOATING SALE PRICE BASED ON THE SAME PRICING INDEX USED IN THE CORRESPONDING
FLOATING PRICE PURCHASE.
(XV)
ADJUSTED CONSOLIDATED TANGIBLE NET WORTH.
MX
HOLDINGS SHALL AT ALL TIMES MAINTAIN AN ADJUSTED CONSOLIDATED TANGIBLE NET WORTH
OF AT LEAST $60,000,000 (CALCULATED IN ACCORDANCE WITH GAAP).
(XVI)
ACCESS TO RECORDS AND BILLING SYSTEMS.
SUCH PARTY
WILL PROVIDE PARTY A WITH ACCESS (REMOTE OR OTHERWISE) TO SUCH PARTY'S RECORDS
AND BILLING SYSTEMS AS PART OF ONGOING REVIEW AND AUDIT PROCEDURES OF PARTY A.
WITHIN SIX MONTHS OF THE CLOSING DATE (AND FROM TIME TO TIME, AS REQUESTED BY
PARTY A), SUCH PARTY SHALL PROVIDE PARTY A WITH COPIES OF ALL OF SUCH PARTY'S
INFORMATION TECHNOLOGY INFRASTRUCTURE SYSTEMS (INCLUDING, WITHOUT LIMITATION,
BILLING SYSTEMS) REQUIRED TO REALIZE THE VALUE OF ALL CUSTOMER CONTRACTS AND
REQUIRED ASSOCIATED LICENSES (AT NO COST TO PARTY A AND UPDATED AS NECESSARY
FROM TIME TO TIME) SO THAT PARTY A CAN OPERATE SUCH PARTY'S BUSINESS IN THE
EVENT OF A FORECLOSURE BY PARTY A PURSUANT TO THE TERMS OF THIS AGREEMENT AND
THE OTHER ISDA DOCUMENTS.
AS AN ALTERNATIVE TO THE FOREGOING, PARTY A MAY AGREE
IN WRITING TO AN ARRANGEMENT WHERE SUCH PARTY PROVIDES PARTY A AND ITS PERSONNEL
WITH CONTROL OF SUCH PARTY'S OPERATIONS THROUGH ACCESS TO, AND CONTROL OF, SUCH
PARTY'S DISASTER RECOVERY FACILITIES IN THE EVENT OF A DEFAULT OR POTENTIAL
TERMINATION EVENT HEREUNDER OR UNDER THE OTHER MASTER ISDAS.
PARTY A
ACKNOWLEDGES THE CONFIDENTIAL NATURE OF SUCH INFORMATION TECHNOLOGY
INFRASTRUCTURE AND IN NO EVENT SHALL PARTY A DISCLOSE TO OR SHARE WITH ANY THIRD
PARTIES ANY OF