COVERAGE RATIO;
(G)
UPON PARTY A'S REQUEST, ANY INFORMATION
REQUIRED TO CALCULATE THE WEIGHTED AVERAGE TENOR OF ALL OF PARTY B'S AND EACH
SUCH SPECIFIED ENTITY'S COMMODITY OBLIGATIONS;
(H)
NOT LATER THAN THE FIFTH BUSINESS DAY
FOLLOWING THE END OF EACH MONTH, A MONTHLY COMPLIANCE CERTIFICATE IN
SUBSTANTIALLY THE FORM OF EXHIBIT 12(A)(VII)(H) HERETO, OR AS OTHERWISE AGREED
BY PARTY A AND PARTY B;
(I)
NOT LATER THAN THE FIFTH BUSINESS DAY
FOLLOWING THE END OF EACH MONTH, A MONTHLY DATA FILE DOWNLOAD SHOWING THE NAME
OF EACH LDC THAT HAS DELIVERED GAS TO PARTY B OR IT'S CUSTOMERS AND A LIST OF
CUSTOMERS (IF ANY) THAT ARE BILLED DIRECTLY BY OR ON BEHALF OF PARTY B; AND
43
(J)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR,
SUCH OTHER INFORMATION REGARDING THE MATERIAL OPERATIONS, BUSINESS AFFAIRS AND
FINANCIAL CONDITION OF PARTY B OR ANY SPECIFIED ENTITY OF PARTY B AS PARTY A MAY
REASONABLY REQUEST.
(VIII)
ACCOUNTS RECEIVABLE.
(A)
PARTY B SHALL PROVIDE OR CAUSE TO BE PROVIDED
WRITTEN INSTRUCTIONS TO ALL ISOS AND LDCS AND OTHER PAYERS OF ACCOUNTS
RECEIVABLE, WHICH INSTRUCTIONS MAY NOT BE REVOKED WITHOUT THE WRITTEN CONSENT OF
PARTY A, DIRECTING ALL SUCH PAYERS TO CAUSE ANY AND ALL AMOUNTS PAYABLE TO PARTY
B TO BE PAID DIRECTLY INTO A LOCKBOX ACCOUNT.
(B)
PARTY B SHALL TAKE ANY ACTIONS AS MAY BE
REASONABLY REQUESTED BY PARTY A IN ORDER TO ENSURE THAT PARTY A IS SATISFIED
WITH PARTY B'S ACCOUNTS RECEIVABLE AND ARRANGEMENTS WITH CUSTOMERS AND LDCS
INCLUDING PAYMENT DIRECTIONS.
(IX)
COMPLIANCE WITH LAWS.
PARTY B AND EACH
SPECIFIED ENTITY OF PARTY B SHALL COMPLY WITH ALL APPLICABLE LAWS, INCLUDING
ENVIRONMENTAL LAWS, AND SHALL FROM TIME TO TIME OBTAIN AND RENEW, AND SHALL
COMPLY WITH, ALL GOVERNMENTAL APPROVALS AS SHALL NOW OR HEREAFTER BE NECESSARY
FOR PARTY B AND EACH SPECIFIED ENTITY OF PARTY B TO COMPLY WITH SUCH APPLICABLE
LAWS, EXCEPT ANY SUCH APPLICABLE LAWS OR GOVERNMENTAL APPROVALS, THE FAILURE TO
OBTAIN, RENEW OR COMPLY WITH, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
(X)
MAINTENANCE OF LIEN.
PARTY B AND EACH
SPECIFIED ENTITY OF PARTY B SHALL TAKE, OR CAUSE TO BE TAKEN, ALL ACTION
REQUIRED OR DESIRABLE TO MAINTAIN AND PRESERVE THE LIENS CREATED BY THE ISDA
SECURITY DOCUMENTS AND THE PRIORITY THEREOF.
PARTY B AND EACH SPECIFIED ENTITY
OF PARTY B SHALL FROM TIME TO TIME EXECUTE OR CAUSE TO BE EXECUTED FURTHER
INSTRUMENTS (INCLUDING FINANCING STATEMENTS, CONTINUATION STATEMENTS AND SIMILAR
STATEMENTS WITH RESPECT TO ANY ISDA SECURITY DOCUMENT) REASONABLY REQUESTED BY
PARTY A FOR SUCH PURPOSES.
PARTY B AND EACH SPECIFIED ENTITY OF PARTY B SHALL
PROMPTLY DISCHARGE, AT PARTY B'S AND EACH SUCH SPECIFIED ENTITY'S COST AND
EXPENSE, ANY LIEN (OTHER THAN PERMITTED LIENS) ON THE COLLATERAL.
(XI)
HEDGING.
PARTY B AND EACH SPECIFIED ENTITY OF
PARTY B SHALL NOT ENTER INTO OR MAINTAIN ANY HEDGING TRANSACTIONS, OTHER THAN
THE HEDGING TRANSACTIONS WITH PARTY A CONTEMPLATED BY THE TERMS OF THE MASTER
ISDAS.
(XII)
EXPOSURES TO LDCS,