Common use of Liens, Etc Clause in Contracts

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other than: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or

Liens, Etc. Create The Borrower will not create, assume, incur or suffer to exist, or permit any of its subsidiaries Subsidiaries (except for Permitted Other Subsidiaries) to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case except that the Borrower and its Subsidiaries may create, incur, assume or suffer to secure any Debt (as defined below) of any Person, other thanexist Liens: (ia) those described on Schedule 5.02(a) hereto and renewals and extensions on securing the same or substantially the same terms and conditions and at no increase in the debt or obligation; orObligations; (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISAb) for taxes, assessments, assessments or other governmental charges that are or levies on Property of the Borrower or any Guarantor to the extent not more than 30 days overdue orrequired to be paid pursuant to Sections 5.03; (c) Liens imposed by law (such as landlords’, if the execution thereof is stayedcarriers’, warehousemen’s and mechanics’ liens or otherwise arising from litigation) (a) which are being contested in good faith and by appropriate proceedings diligently pursued and for proceedings, (b) with respect to which adequate reserves in conformity with GAAP have been established; orprovided, (c) which have not resulted in any Hotel Property being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the Administrative Agent nor any Bank could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (e) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change; (vd) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing on leased personal property to secure solely the lease obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance associated with generally accepted accounting principlessuch property; orand (vie) liens resulting from good faith deposits Liens securing Secured Recourse Indebtedness and Secured Non-Recourse Indebtedness permitted pursuant to secure payments the provisions of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orSection 6.02.

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationdate of this Agreement; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with GAAP; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker’s compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory Liens arising in connection with court proceedings, provided that such Liens, in the aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens on the assets to be transferred pursuant to the ITC Transaction or common law liens the equity interests of any Subsidiary of the Borrower formed for purposes of consummating the ITC Transaction and securing obligations that are not yet due and are Debt incurred in connection with the ordinary course ITC Transaction, (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (x) Liens created for the sole purpose of business orextending, if renewing or replacing in whole or in part Debt secured by any Lien referred in the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or foregoing clauses (i) through (vi) liens resulting from good faith deposits above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); and (xi) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure payments of workmen’s compensation unemployment insuranceEligible Securitization Bonds; provided, or other social security programs or to secure the performance of tendersfurther, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising that no Lien permitted under the terms foregoing clauses (i) through (xi) shall be placed upon any shares of securities account agreements any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and deposit agreements; or (x) any real estate easements the LC Issuing Banks hereunder are simultaneously and easements, covenants and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orLenders.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any of its subsidiaries Domestic Subsidiary to create incur, issue, assume or suffer to existguaranty, at any time, any lien, security interest Borrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or other charge or encumbranceany Domestic Subsidiary, or any shares of stock or Borrowed Debt of any Domestic Subsidiary (other type of preferential arrangementthan Margin Stock), upon or with respect to any of its propertieswithout effectively providing that the Advances outstanding at such time (together with, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assignif the Borrower shall so determine, any right other Borrowed Debt of the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to receive incomethe Advances) shall be secured equally and ratably with (or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets as determined at the time of the incurrence of such Lien; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in each case to secure any computation under this Section 5.02(a), Borrowed Debt (as defined below) of any Person, other thansecured by: (i) those described Liens on Schedule 5.02(a) hereto and renewals and extensions property of, or on any shares of stock or Borrowed Debt of, any Person existing at the same or substantially the same terms and conditions and at no increase in the debt or obligation; ortime such Person becomes a Domestic Subsidiary; (ii) liens Liens in favor of the Borrower or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orany Domestic Subsidiary; (iii) the liens or security interests Liens on property of the Security Agreement; orBorrower or any Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) liens (other than liens relating to environmental liabilities Liens for Taxes not yet delinquent or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith and by appropriate proceedings diligently pursued and for which conducted, if adequate reserves have been established; orwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (v) liens Liens on property (including that of warehousemenAllergan and its Subsidiaries), carriersshares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, landlords, mechanics, materialmenat the time of, or within 180 days after, the acquisition of such property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof; (vi) Liens existing on the Effective Date; (vii) Liens incurred in connection with pollution control, industrial revenue or similar financing; (viii) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar statutory or common law liens securing obligations that are not yet due and are encumbrances incurred in the ordinary course of business orand title defects or irregularities that are of a minor nature and that, if in the execution thereof is stayedaggregate, which are being contested do not interfere in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance any material respect with generally accepted accounting principlesthe ordinary conduct of the business of the Borrower or any Domestic Subsidiary; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; orand (ix) customary offset rights any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of brokers any Borrowed Debt secured by any Lien referred to in subclauses (i) through (vii) of this Section 5.02(a); provided that (i) such extension renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and deposit banks arising under (ii) the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do Borrowed Debt secured by such Lien at such time is not affect the marketable title to real estate or materially impair its use; orincreased.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any member of its subsidiaries the Consolidated Group to create incur, issue, assume or suffer to existguaranty, at any time, any lien, security interest Borrowed Debt secured by a Lien on any property or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether asset now owned or hereafter acquiredacquired by the Borrower or any member of the Consolidated Group (other than Unrestricted Margin Stock), or assignwithout effectively providing that the Advances outstanding at such time (together with, or permit any of its subsidiaries to assignif the Borrower shall so determine, any right other Borrowed Debt of the Borrower or such member of the Consolidated Group existing at such time or thereafter created that is not subordinate to receive incomethe Advances) shall be secured equally and ratably with (or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed $2,500,000,000; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in each case to secure any computation under this Section 5.02(a), Borrowed Debt (as defined below) of any Person, other thansecured by: (i) those described Liens on Schedule 5.02(a) hereto and renewals and extensions property of, or on any shares of stock or Borrowed Debt of, any Person existing at the same or substantially time such Person becomes a member of the same terms and conditions and at no increase in the debt or obligation; orConsolidated Group; (ii) liens or security interests which are subject to an intercreditor and subordination agreement Liens in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orfavor of any member of the Consolidated Group; (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are Liens incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory or regulatory obligations, surety, stay, customs and appeal bonds, bids or contracts statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (other than exclusive of obligations for the payment of Debtborrowed money); or; (iv) Liens on property of a member of the Consolidated Group in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (v) Liens on property (including that of the Target and its Subsidiaries), shares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof; (vi) Liens existing on the Effective Date; (vii) (x) bankers’ Liens, rights of setoff, revocation, refund, chargeback or overdraft protection, and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Borrower or any attachment member of the Consolidated Group, in each case granted in the ordinary course of business in favor of the bank or judgment lien not constituting an Event banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements and (y) Liens or rights of Default; orsetoff against credit balances of the Borrower or any member of the Consolidated Group with credit card issuers or credit card processors or amounts owing by payment card issuers or payment card processors to Borrower or any member of the Consolidated Group in the ordinary course of business; (viii) liens Liens arising from filing UCC any monetization, securitization or other financing statements regarding leases of accounts receivable or other receivables (including any related rights or claims) or in connection with factoring programs entered into in the ordinary course of business and consistent with past practice and on a non-recourse basis to the Borrower and its Subsidiaries; provided, that such Liens do not prohibited encumber any property or assets other than the accounts receivable or other receivables (including any related rights or claims) subject to such monetization, securitization, financing or factoring arrangement and any proceeds of the foregoing; provided, further, that the aggregate principal amount of the obligations secured by this Agreement; orsuch Liens shall not exceed (x) prior to the Closing Date, $750,000,000 or (y) on or after the Closing Date, $1,500,000,000. (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; orLiens incurred in connection with pollution control, industrial revenue or similar financing; (x) any real estate easements survey exceptions and such matters as an accurate survey would disclose, easements, covenants trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that customarily are of a minor nature and that, in the aggregate, do not affect interfere in any material respect with the marketable title ordinary conduct of the business of the Borrower or any member of the Consolidated Group; and (xi) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Borrowed Debt secured by any Lien referred to real estate in subclauses (i) through (x) of this Section 5.02(a); provided, that (i) such extension renewal or materially impair its use; orreplacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Borrowed Debt secured by such Lien at such time is not increased.

Liens, Etc. Create The Borrower will not create, assume, incur or suffer to exist, or permit any of its subsidiaries Subsidiaries (except for Permitted Other Subsidiaries) to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case except that the Borrower and its Subsidiaries may create, incur, assume or suffer to secure any Debt (as defined below) of any Person, other thanexist Liens: (ia) those described on Schedule 5.02(a) hereto and renewals and extensions on securing the same or substantially the same terms and conditions and at no increase in the debt or obligation; orObligations; (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISAb) for taxes, assessments, assessments or other governmental charges that are or levies on Property of the Borrower or any Material Subsidiary to the extent not more than 30 days overdue orrequired to be paid pursuant to Sections 5.03; (c) imposed by law (such as landlords’, if the execution thereof is stayedcarriers’, warehousemen’s and mechanics’ liens or otherwise arising from litigation) (a) which are being contested in good faith and by appropriate proceedings diligently pursued and for proceedings, (b) with respect to which adequate reserves in conformity with GAAP have been established; orprovided, (c) which have not resulted in any Hotel Property being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the Administrative Agent nor any Bank could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non‑payment of such charge or claim and (e) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change; (vd) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing on leased personal property to secure solely the lease obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance associated with generally accepted accounting principles; orsuch property; (vie) liens resulting from good faith deposits securing Secured Recourse Indebtedness and Secured Non‑Recourse Indebtedness permitted pursuant to secure payments the provisions of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt)Section 6.02; orand (viif) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms New York Mortgages; provided, no New York Mortgage shall be permitted hereunder unless the Administrative Agent is a “Qualified Unsecured Lender” (as such term is defined in the Revolving Credit Agreement) with respect to such New York Mortgage for purposes of securities account agreements and deposit agreements; or (xSection 9.01(f) any real estate easements and easements, covenants and encumbrances that customarily do not affect of the marketable title to real estate or materially impair its use; orRevolving Credit Agreement.

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationRestatement Effective Date; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with GAAP; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker’s compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens created by or pursuant to the Mortgage Indenture; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not secure obligations in excess of business or$50,000,000 at any one time; (x) Liens created for the sole purpose of extending, if renewing or replacing in whole or in part Debt secured by any Lien referred in the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or foregoing clauses (i) through (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases above, provided that the principal amount of indebtedness secured thereby shall not prohibited by this Agreementexceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); or and (ixxi) customary offset Liens on rights or other property purported to be transferred to the issuer of brokers and deposit banks arising Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the terms foregoing clauses (i) through (xi) shall be placed upon any shares of securities account agreements any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and deposit agreements; or (x) any real estate easements the LC Issuing Banks hereunder are simultaneously and easements, covenants and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orLenders.

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationRestatement Effective Date; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with GAAP; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker’s compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course aggregate, shall not exceed $20,000,000 at any one time outstanding; (viii) Liens created by or pursuant to the Mortgage Indenture of business orthe Borrower; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, if provided that such Liens, in the execution thereof is stayedaggregate, which are being contested shall not secure obligations in good faith excess of $20,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by appropriate proceedings diligently pursued and for which adequate reserves have been established any Lien referred to in accordance with generally accepted accounting principles; or the foregoing clauses (i) through (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases above, provided that the principal amount of indebtedness secured thereby shall not prohibited by this Agreementexceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); or and (ixxi) customary offset Liens on rights or other property purported to be transferred to the issuer of brokers and deposit banks arising Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the terms foregoing clauses (i) through (xi) shall be placed upon any shares of securities account agreements any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and deposit agreements; or (x) any real estate easements the LC Issuing Banks hereunder are simultaneously and easements, covenants and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orLenders.

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationRestatement Effective Date; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with GAAP; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker’s compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course aggregate, shall not exceed $50,000,000 at any one time outstanding; (viii) other Liens not otherwise referred to in the foregoing clauses (i) through (vii) above, provided that such Liens, in the aggregate, shall not secure obligations in excess of business or$100,000,000 at any one time; (ix) Liens created for the sole purpose of extending, if renewing or replacing in whole or in part Debt secured by any Lien referred in the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or foregoing clauses (i) through (vi) liens resulting from good faith deposits above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to secure payments all or a part of workmen’s compensation unemployment insurancethe property or Debt that secured the Lien so extended, renewed or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs replaced (and appeal bonds, bids or contracts (other than for payment of Debtany improvements on such property); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (x) shall be placed upon any real estate easements shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and easements, covenants the LC Issuing Banks hereunder are simultaneously and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orLenders.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: except for Permitted Liens. “Permitted Liens” means (i) those described on Schedule 5.02(a) hereto liens for taxes not yet due and renewals and extensions on the same or substantially the same terms and conditions and at no increase payable, for less than $100,000 in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessmentsaggregate, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and pursued, provided that provision for which adequate reserves have the payment of all such taxes has been establishedmade on the books of such person as may be required by GAAP, consistently applied; or (vii) liens of warehousemenmechanics’, materialmen’s, banker’s, carriers’, landlords, mechanics, materialmen, or other warehousemen’s and similar statutory or common law liens securing obligations that are not yet due and are incurred encumbrances arising in the ordinary course of business orand securing obligations of such person that are not overdue for a period of more than 60 days, if for less than $100,000 in the execution thereof is stayedaggregate, which or are being contested in good faith by appropriate proceedings diligently pursued pursued, provided that in the case of any such contest (1) any proceedings commenced for the enforcement of such liens and for which adequate reserves encumbrances shall have been established in accordance with generally accepted accounting principlesduly suspended; or and (vi2) such provision for the payment of such liens and encumbrances has been made on the books of such person as may be required by GAAP, consistently applied; (iii) liens resulting from good faith deposits to secure payments of workmenarising in connection with worker’s compensation compensation, unemployment insurance, or other old age pensions and social security programs benefits and similar statutory obligations which are not overdue, for less than $100,000 in the aggregate, or are being contested in good faith by appropriate proceedings diligently pursued, provided that in the case of any such contest (1) any proceedings commenced for the enforcement of such liens shall have been duly suspended; and (2) such provision for the payment of such liens has been made on the books of such person as may be required by GAAP, consistently applied; (iv) liens incurred in the ordinary course of business to secure the performance of tendersstatutory obligations arising in connection with progress payments or advance payments due under contracts with the United States government or any agency thereof entered into in the ordinary course of business; (v) liens incurred or deposits made in the ordinary course of business to secure the performance of statutory obligations, bids, leases, statutory obligationsfee and expense arrangements with trustees and fiscal agents and other similar obligations (exclusive of obligations incurred in connection with the borrowing of money, suretyany lease-purchase arrangements or the payment of the deferred purchase price of property), customs provided that full provision for the payment of all such obligations set forth in clauses (iv) and (v) has been made on the books of such person as may be required by GAAP, consistently applied; (vi) (1) liens arising in connection with capital leases (and attaching only to the property being leased and the proceeds thereof), (2) liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring such property, provided that any such lien attaches to such property within ninety (90) days of the acquisition thereof and attaches solely to the property so acquired and the proceeds thereof, and (3) any lien existing on any property or asset prior to the acquisition thereof by the Borrower or any subsidiary of the Borrower or existing on any property or asset of any person that becomes a subsidiary of the Borrower after the date of this Agreement prior to the time such person becomes a subsidiary of the Borrower, provided that such lien is not created in contemplation of or in connection with such acquisition or such person becoming a subsidiary of the Borrower, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except by the amount of any interest, premiums or penalties required to be paid plus fees and expenses associated therewith; (vii) attachments, appeal bonds, bids judgments and other similar liens arising in connection with court or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien legal proceedings, which do not constituting result in an Event of Default, provided the execution or other enforcement of such liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; or (viii) survey exceptions, easements, zoning and other statutory restrictions, rights of way, restrictions, land use or similar laws and regulations affecting real property, minor defects or irregularities in title and other similar liens arising from not interfering in any material respect with the ordinary conduct of the business of the Borrower; (ix) deposits to secure the performance of bids, trade contracts, leases and other obligations of a like nature, in each case, in the ordinary course of business; (x) customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of its subsidiaries maintains deposits in the ordinary course of business; (xi) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease or license permitted hereunder and any leases, subleases, licenses or sublicenses granted by the Borrower or any of its subsidiaries to third parties in the ordinary course of business and not interfering in any material respect with the business of the Borrower or such subsidiary; (xii) purported liens evidenced by the filing of precautionary UCC financing statements regarding relating solely to operating leases of personal property entered into in the ordinary course of business; (xiii) other liens; provided that aggregate amount of all obligations of the Borrower and its subsidiaries secured by such liens does not prohibited by this Agreement; or (ix) customary offset rights of brokers exceed $100,000 at any time outstanding and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily so long as such liens do not affect attach to accounts receivable or inventory of the marketable title to real estate Borrower; and (xiv) liens incurred in connection with the restructuring or materially impair its use; orrefinancing of any Debt as described in the Registration Statement and the Prospectus.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit exist any Lien of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangementnature, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, assign as collateral or permit any of its subsidiaries to assignotherwise convey as collateral, any right to receive income, in each case except that the foregoing restrictions shall not apply to secure any Debt (as defined below) of any Person, other thanLiens: (i) those described SECTION 5.2.1.1. For taxes, assessments or governmental charges or levies on Schedule 5.02(a) hereto and renewals and extensions on property if the same shall not at the time be delinquent or substantially the same terms and conditions and at no increase in the debt thereafter can be paid without penalty or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessmentsinterest, or (if foreclosure, distraint, sale or other governmental charges that are similar proceedings shall not more than have been commenced or if commenced not stayed, bonded or discharged within 30 days overdue or, if the execution thereof is stayed, which after commencement) are being contested in good faith and by appropriate proceedings diligently pursued conducted and for which adequate reserves have proper reserve or other provision has been established; ormade in accordance with and to the extent required by GAAP; (v) liens of warehousemenSECTION 5.2.1.2. Imposed by law, such as landlords', carriers', landlordswarehousemen's and mechanics' liens, mechanicsbankers' set off rights and other similar Liens arising in the ordinary course of business for sums not yet due or being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provision has been made in accordance with and to the extent required by GAAP; SECTION 5.2.1.3. Arising in the ordinary course of business out of pledges or deposits under worker's compensation laws, materialmenunemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; SECTION 5.2.1.4. Arising from or upon any judgment or award, provided that such judgment or award is being contested in good faith by proper appeal proceedings and only so long as execution thereon shall be stayed; SECTION 5.2.1.5. Those set forth on EXHIBIT 1.8; SECTION 5.2.1.6. Those now or hereafter granted pursuant to the Security Documents or otherwise now or hereafter granted to the Agent for the benefit of the Lenders as collateral for the Loans and/or Borrower's other Obligations arising in connection with or under any of the Financing Documents; SECTION 5.2.1.7. Deposits to secure the performance of bids, trade contracts (other than for Borrowed Money), leases, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of the Borrower's or common law liens securing obligations that are not yet due any Subsidiary's business; SECTION 5.2.1.8. Easements, rights of way, restrictions and are other similar encumbrances incurred in the ordinary course of business orwhich, if in the execution thereof aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by any Borrower or any Subsidiary; SECTION 5.2.1.9. Liens securing Indebtedness permitted to exist under SECTION 5.2.8.3; provided that the Lien securing any such Indebtedness is stayed, limited to the item of property purchased or leased in each case; SECTION 5.2.1.10. UCC-1 financing statements filed solely for notice or precautionary purposes by lessors under operating leases which do not secure Indebtedness and which are being contested limited to the items of equipment leased pursuant to the lease in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principlesquestion; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orand

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, incur, assume, or suffer to exist, any lien, security interest interest, or other charge or encumbranceencumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential arrangement, interest upon or with respect to any of its propertiesproperties of any character (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit accounts) (any of its subsidiaries the foregoing being referred to assignherein as a “Lien”), any right to receive incomeexcluding, in each case to secure any Debt (as defined below) however, from the operation of any Person, other thanthe foregoing restrictions the Liens created under the Loan Documents and the following: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens for taxes, assessments or governmental charges or levies to the same or substantially the same terms and conditions and at no increase in the debt or obligation; orextent not past due; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens or security interests and other similar Liens arising in the ordinary course of business securing obligations which are subject to not overdue or which are being contested in good faith, provided that any such contested Lien securing an intercreditor and subordination agreement amount claimed in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orexcess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien; (iii) the liens pledges or security interests deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Security Agreement; orBorrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (iv) liens (A) purchase money Liens upon or in property now owned or hereafter acquired by the Borrower or any of its Subsidiaries in the ordinary course of business (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Borrower or any of its Subsidiaries shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than liens relating the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to environmental liabilities or ERISAcover any property not theretofore subject to the Lien being extended, renewed or replaced; (v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for taxessuch Subsidiary; (vi) attachment, assessments, judgment or other governmental charges similar Liens arising in connection with court proceedings, provided that are not more than 30 days overdue or, if the execution thereof or other enforcement of such Liens is stayed, which effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings diligently pursued and for or the payment of which adequate reserves have been established; oris covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies; (vvii) liens Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, provided that such obligations do not exceed $5,000,000 in the aggregate at any one time outstanding; (viii) Liens incurred in connection with the sales of warehousemenassets permitted in Section 5.2(d)(ix); (ix) Liens incurred in connection with the Bonds and Indentures; (x) Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, carriersin an aggregate principal amount not to exceed $100,000,000 outstanding at any one time; (xi) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel; (xii) Liens constituting easements, landlords, mechanics, materialmen, or restrictions and other similar statutory or common law liens securing obligations that are not yet due and are incurred encumbrances arising in the ordinary course of business or, if the execution thereof is stayedbusiness, which are being contested in good faith the aggregate do not materially adversely affect the use by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; orBorrower or any of its Subsidiaries of their respective properties; (vixiii) liens resulting from good faith deposits to secure payments Liens on assets of workmen’s compensation unemployment insurance, any Subsidiary of the Borrower in favor of the Borrower or other social security programs or to secure any wholly-owned Subsidiary of the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orBorrower; (viixiv) Liens set forth in Schedule III hereto, and any attachment extensions, renewals, refinancing or judgment lien not constituting an Event replacements of Defaultany such Liens upon or in the same property theretofore subject thereto; orand (viiixv) liens arising from filing UCC financing statements regarding leases other Liens securing obligations of the Borrower and its Subsidiaries not prohibited by this Agreement; or to exceed more than five percent (ix5%) customary offset rights of brokers the consolidated assets (valued at book value) of the Borrower and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) its Subsidiaries at any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; ortime.

Liens, Etc. Create or suffer to exist, or permit any Significant Subsidiary of its subsidiaries such Borrower to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assignwithout limitation, any right to receive incomeshares of any class of equity security of any Significant Subsidiary of such Borrower), in each case to secure any Debt (as defined below) or provide for the payment of any PersonIndebtedness, other than: than (i) those described on Schedule 5.02(aliens consisting of (A) hereto and renewals and extensions on the same pledges or substantially the same terms and conditions and at no increase deposits in the debt ordinary course of business to secure obligations under worker’s compensation laws or obligation; or similar legislation, (iiB) liens deposits in the ordinary course of business to secure, or security interests in lieu of, surety, appeal, or customs bonds to which are subject such Borrower or Significant Subsidiary is a party, (C) deposits, in an aggregate amount not to an intercreditor exceed $200,000,000 at any one time outstanding, made by FE during the period from the date hereof through and subordination agreement including December 31, 2018 to secure, or in form and substance reasonably acceptable lieu of, surety, appeal, or customs bonds to Lender which any Unregulated Subsidiary is a party, (D) pledges or deposits in Lender’s sole discretion; or (iii) the liens ordinary course of business to secure performance in connection with bids, tenders or security interests of the Security Agreement; or (iv) liens contracts (other than liens relating to environmental liabilities or ERISA) contracts for taxes, assessmentsthe payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, repairmen’s or other governmental charges that are like Liens incurred in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmenconducted, or other similar statutory deposits to obtain in the release of such Liens; (ii) purchase money liens or common law liens securing obligations that are not yet due and are incurred purchase money security interests upon or in any property acquired or held by such Borrower or Significant Subsidiary in the ordinary course of business business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of such Borrower or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of such Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the assets of such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (xiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the execution thereof is stayedaggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, which are being contested in good faith by appropriate proceedings diligently pursued if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement, and for which adequate reserves have been established in accordance with generally accepted accounting principles; or that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Indebtedness that secured the Lien so extended, renewed or replaced (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debtany improvements on such property); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other thanthan “Permitted Liens”: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Lender in the Security Agreement, Mortgage or otherwise; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or (xi) liens for purchase money security interest in equipment and vehicles or any other property acquired or held in the ordinary course of business not to exceed an aggregate amount of $500,000.00 per year or $200,000.00 for a single purchase.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, incur, assume or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) Borrowing Base Asset of any Personcharacter (including, other thanwithout limitation, accounts), except: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens created under the same or substantially the same terms and conditions and at no increase in the debt or obligation; orLoan Documents; (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orPermitted Liens; (iii) Liens described on Schedule 4.01(p) to the liens or security interests of the Security Agreement; orDisclosure Letter; (iv) liens (other than liens relating to environmental liabilities purchase money Liens upon or ERISA) for taxes, assessments, in equipment acquired or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith held by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred any Guarantor in the ordinary course of business orto secure the purchase price of such equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, if or Liens existing on any such equipment at the execution thereof is stayedtime of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), which are or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being contested acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (iv) shall not exceed the amount permitted under Section 5.02(b)(iii); (v) Liens arising in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance connection with generally accepted accounting principlesCapitalized Leases permitted under Section 5.02(b)(iv), provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases; orand (vi) liens resulting from good faith deposits any other Liens, provided, that the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately prior to secure payments and on a pro forma basis immediately after giving effect to the incurrence of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orsuch Liens.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other than: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or

Liens, Etc. Create Create, incur or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, incur or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignupon any income or profits therefrom, or acquire or agree to acquire, or permit any of its subsidiaries Subsidiary to assignacquire, any right to receive incomeproperty or assets upon conditional sales agreements or other title retention devices, in each case to secure any Debt (as defined below) of any Person, other thanexcept: (i) those described on Schedule 5.02(aLiens for taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the time required by Section 5.01(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or(b); (ii) liens any Lien of or security interests which are subject to resulting from any judgment or award; provided that either (A) the amount secured thereby does not exceed $200,000,000 or (B) if the amount secured thereby does exceed $200,000,000, the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or the Borrower or a Subsidiary shall in good faith be prosecuting an intercreditor appeal or proceeding for a review thereof, and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orexecution of such judgment or award shall be stayed pending such appeal or proceeding for review; (iii) Liens incidental to the conduct of business conducted by the Borrower and its Subsidiaries in the ordinary course of business or the ownership of properties and assets owned by the Borrower and its Subsidiaries (including Liens in connection with worker’s compensation, unemployment insurance and other like laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens to secure the performance of bids, tenders or security interests trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxesBorrower and its Subsidiaries and not in connection with the borrowing of money, assessmentsprovided in each case, or other governmental charges that are the obligation secured is not more than 30 days overdue or, if the execution thereof overdue, is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; oractions or proceedings; (viv) liens of warehousemensurvey exceptions or encumbrances, carriersencroachments, landlords, mechanics, materialmeneasements or reservations, or rights of others for rights-of-way, utilities and other similar statutory purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or common law liens securing obligations that are not yet due and are incurred in other restrictions as to the ordinary course use of business or, if the execution thereof is stayedreal properties, which are being contested necessary or appropriate in the good faith by appropriate proceedings diligently pursued judgment of the Borrower for the conduct of the business of the Borrower and for which adequate reserves have been established its Subsidiaries and which, individually or in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurancethe aggregate, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or in any event materially impair their use in the operation of the business of the Borrower or of the Borrower and its use; orSubsidiaries taken as a whole;

Liens, Etc. Create No Credit Party shall create, assume, incur, or suffer to exist, exist any Lien on or permit in respect of any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, except that each Credit Party may create, incur, assume, or suffer to exist any of the following, in each case case, solely to the extent that such Liens are not granted for the direct or indirect benefit of any Unrestricted Subsidiary (other than (x) any Liens permitted under Section 4.29(m) to secure Permitted Subordinated Debt, solely to the extent that the proceeds of such Indebtedness constitute Non-Recourse Investment Assets and are used to make Investments in Unrestricted Subsidiaries that are permitted under the terms of this Indenture and (y) Liens permitted under Section 4.29(d), Section 4.29(i), Section 4.29(w), Section 4.29(ee) and Section 4.29(ff), in each case, to the extent such Liens (and the obligations that they secure, if any) are on terms that are no less favorable to the Credit Party, than those that might be obtained at the time from a Person who is not an Affiliate): (a) Liens granted pursuant to the Security Documents and securing the Obligations; (b) purchase money Liens or interests of lessors under Capital Leases or purchase money security interests upon or in any Debt (as defined below) Equipment or for other fixed or capital assets acquired or held by any Credit Party in the ordinary course of business; provided that, the principal amount of Indebtedness secured by such Liens shall not exceed $2,500,000 in the aggregate at any Person, other than: time outstanding and that such Indebtedness (i) those described on Schedule 5.02(a) hereto and renewals and extensions on was incurred solely for the same purpose of financing the purchase, acquisition or substantially improvement of the same terms and conditions and at no increase in the debt Property purchased, acquired or obligation; or improved (or refinancing such Indebtedness), (ii) liens is secured only by such Property so purchased, acquired or security interests which are subject to an intercreditor improved and subordination agreement in form the proceeds and substance reasonably acceptable to Lender in Lender’s sole discretion; or products thereof and not by any other Property of any Credit Party, and (iii) does not exceed the liens aggregate purchase price of such Property except as otherwise permitted pursuant to a Permitted Refinancing of such Indebtedness; provided, that in each case, individual financing of Equipment provided by one purchase money lender or security interests lessor may be cross-collateralized to other outstanding financings of the Security Agreement; orEquipment or other fixed or capital assets provided by such purchase money lender or lessor; (ivc) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges that are or levies not more than 30 days overdue yet due or not yet delinquent or, if the execution thereof is stayeddelinquent, which that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (vd) liens Liens in favor of warehousemenvendors, carriers, landlordsproducers, growers, warehousemen, toll manufacturers, repairmen, mechanics, workmen, materialmen, construction, landlords, laborers, suppliers, purifiers, processors or other similar statutory or common law liens securing Liens arising by operation of law, in each case, in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vie) liens resulting from good faith [Reserved] (f) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers’ compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure the performance public or statutory obligations of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orany Credit Party; (viig) any attachment Liens set forth on Schedule 4.29 to the Indenture to the extent that such Liens do not secure loans, bonds or judgment lien not constituting an Event of Default; orother borrowed money; (viiih) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants rights-of-way, restrictions, farm leases and encumbrances other similar encumbrances, and minor defects in the chain of title that are customarily do not affect accepted in any Credit Party’s industry, none of which materially interfere with the marketable title to real estate ordinary conduct of the business of any Credit Party or materially impair its use; ordetract from the value or use of the Property to which they apply;

Liens, Etc. Create No Borrower shall create, assume, incur, or suffer to exist, or nor permit any of its subsidiaries Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, except that the Borrowers and their respective Subsidiaries may create, incur, assume, or suffer to exist: (a) Liens created by the Security Instruments; (b) purchase money Liens and Liens in connection with Capital Leases, in each case to secure upon or in any equipment acquired or held by a Borrower or any Subsidiary of a Borrower in the ordinary course of business; provided that, the Debt (as defined below) of any Person, other than: secured by such Liens (i) those described on Schedule 5.02(a) hereto was incurred solely for the purpose of financing the acquisition of such equipment, does not exceed the aggregate purchase price of such equipment, and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or is otherwise permitted by this Agreement, (ii) liens is secured only by such equipment and not by any other assets of any Borrower or security interests which are subject to an intercreditor any Subsidiary of a Borrower, and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; oris not increased in amount; (ivc) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided that foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (vd) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate proceedings, provided that such reserves as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vie) liens resulting from Liens to operators and non-operators under joint operating agreements and similar agreements arising in the ordinary course of the business of a Borrower or the relevant Subsidiary of a Borrower to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of any Borrower or any Subsidiary of a Borrower warranted in the Security Instruments; (g) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers’ compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure the performance public or statutory obligations of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); ora Borrower; (viih) Liens arising under operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into in the ordinary course of business and that are taken into account in computing the net revenue interests and working interests of any attachment Borrower or judgment lien any Subsidiary of a Borrower warranted in the Security Instruments, to the extent that such Liens do not constituting an Event materially impair the use of Defaultthe Property covered by such Lien for the purposes for which such Property is held by a Borrower or any Subsidiary of a Borrower; orand (viiii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants rights-of-way, restrictions, and encumbrances other similar encumbrances, and minor defects in the chain of title that are customarily do not affect accepted in the marketable title to real estate oil and gas financing industry, none of which interfere with the ordinary conduct of the business of any Borrower or any Subsidiary of a Borrower or materially impair its use; ordetract from the value or use of the Property to which they apply.

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeEntergy's Significant Subsidiaries or of New Orleans) or ETHC's properties, in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationdate hereof; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which ETHC or Entergy, as the case may be, has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with generally accepted accounting principles; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker's compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities ETHC or ERISAEntergy, as the case may be; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by Entergy or ETHC in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen's, mechanics', carriers', workers' and repairmen's Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course of business oraggregate for both ETHC and Entergy, if shall not exceed $50,000,000 at any one time outstanding, (viii) other Liens not otherwise referred to in the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or foregoing clauses (vii) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or through (vii) above, provided that such Liens, in the aggregate for both ETHC and Entergy, shall not exceed $100,000,000 at any attachment one time and no such Lien on any of the properties or judgment lien not constituting an Event assets of Default; or ETHC shall secure or provide for the payment of Debt of ETHC or Entergy and (ix) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien permitted pursuant to the foregoing clauses (i) through (viii) liens arising from filing UCC financing statements regarding leases above, provided that the principal amount of indebtedness secured thereby shall not prohibited by this Agreementexceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); or provided, further, that no Lien permitted under the foregoing clauses (i) through (ix) customary offset rights shall be placed upon any shares of brokers any class of equity security of any Significant Subsidiary or of New Orleans unless the obligations of ETHC and deposit banks arising under Entergy to the terms of securities account agreements Guaranteed Party hereunder are simultaneously and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orGuaranteed Party.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries Subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other than: (i) those described Liens pursuant to any Loan Document; (ii) Liens existing on the date hereof (A) that do not exceed $1,000,000 or (B) are listed on Schedule 5.02(a) hereto and any renewals or extensions thereof; provided that the property covered thereby is not increased and extensions on any renewal or extension of the same obligations secured or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orbenefited thereby is permitted by Section 5.02(c)(ii); (iii) the liens Liens for taxes not yet due or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith and by appropriate proceedings diligently pursued and for which in the circumstances, if adequate reserves have been established; orwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (iv) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP; (v) liens pledges or deposits in the ordinary course of warehousemenbusiness in connection with workers’ compensation, carriersunemployment insurance and other social security legislation (other than any Lien imposed by ERISA) and deposits securing liability insurance carriers under insurance or self-insurance arrangements in the ordinary course of business; (vi) deposits to secure the performance of bids, landlordstrade contracts and leases (other than Indebtedness), mechanicsstatutory obligations, materialmensurety bonds (other than bonds related to judgments or litigation), or performance bonds and other obligations of a like nature incurred in the ordinary course of business; (vii) easements, rights-of-way, restrictions and other similar statutory encumbrances affecting real property existing or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business orwhich, if in the execution thereof is stayedaggregate, are not substantial in amount, and which are being contested do not in good faith by appropriate proceedings diligently pursued any case materially detract from the value of the property of the Borrower and for which adequate reserves have been established in accordance its Subsidiaries taken as a whole or materially interfere with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments the ordinary conduct of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance business of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; orthe applicable Person; (viii) liens arising from filing UCC financing statements regarding leases Liens securing Indebtedness permitted under Section 5.02(c)(iv); provided that (A) such Liens do not prohibited at any time encumber any property other than the property financed by this Agreement; orsuch Indebtedness and (B) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (ix) customary offset rights of brokers and deposit banks arising Liens securing Indebtedness permitted under the terms of securities account agreements and deposit agreements; orSection 5.02(c)(x); (x) statutory rights of set-off arising in the ordinary course of business; (xi) Liens existing on property at the time of acquisition thereof by the Borrower or any real estate easements Subsidiary and easementsnot created in contemplation thereof; (xii) Liens existing on property of a Subsidiary at the time such Subsidiary is merged or consolidated with or into, covenants or acquired by, the Borrower or any Subsidiary or becomes a Subsidiary and encumbrances that customarily do not affect created in contemplation thereof; (xiii) Liens in favor of banks which arise under Article 4 of the marketable title to real estate or materially impair its useUniform Commercial Code on items in collection and documents relating thereto and the proceeds thereof; orand

Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries the Guarantors to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case except that the Borrower and the Guarantors may create, incur, assume, or suffer to secure any Debt (as defined below) of any Person, other thanexist: (a) Liens securing the Obligations; (b) Liens specified in the attached SCHEDULE 6.01 on the Property owned by the Borrower and the Guarantors which is specified therein securing only the Debt disclosed to be secured by such Liens therein; (c) Liens securing purchase money Debt or Capital Leases to the extent such Debt is permitted under Section 6.02(f); PROVIDED that (i) those described on Schedule 5.02(a) hereto each such Lien only encumbers the property acquired in connection with the creation of such Debt or Capital Lease and renewals all proceeds therefrom and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject the fair market value of the collateral securing any such Debt may exceed the outstanding principal amount of such Debt only to an intercreditor the extent such excess is within customary commercial bank lending and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orcollateralization requirements; (iiid) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (ve) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vif) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Guarantor to secure amounts owing, which amounts are not yet due or are being contested in good faith deposits by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (g) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Guarantor or materially detract from the value or use of the Property to secure payments which they apply; and (h) Liens of workmen’s compensation unemployment insurance, or other social security programs or to secure record under terms and provisions of the performance of tenders, leases, statutory obligationsunit agreements, suretyassignments, customs and appeal bondsother transfer of title documents in the chain of title under which the Borrower or the relevant Guarantor acquired the Property, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under which have been disclosed to the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orAgent.

Liens, Etc. Create or suffer to exist, or permit Neither the Company nor any of its subsidiaries to create Subsidiaries will create, assume, incur or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case except that the Company and its Subsidiaries may create, incur, assume or suffer to secure any Debt exist the following which are permitted liens (as defined below) of any Person, other than:"Permitted Liens"): (ia) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens securing the same or substantially the same terms and conditions and at no increase in the debt or obligation; orObligations; (iib) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessmentsassessments or governmental charges or levies on Property of the Company and its Subsidiaries to the extent not required to be paid pursuant to Sections 5.01 and 5.04; (c) Liens set forth in the attached Schedule 6.01 securing Debt described therein and refinancings of such Debt; provided that, the aggregate principal amount of such Debt shall not be renewed, refinanced or extended if the amount of such Debt so renewed, refinanced or extended is greater than the outstanding amount of such Debt on the Original Closing Date; (d) Liens imposed by law or contract, such as preferred maritime Liens incurred in the ordinary course of business (including liens for wages, tort, general average salvage, repair, supplies, towage, use of a drydock facility or marine railway, or other governmental charges that necessaries supplied to a vessel), carrier's, warehousemen's, mechanic's, materialmen's, repairmen's or other like Liens arising in the ordinary course of business (whether or not statutory) which are not overdue for a period of more than 30 days overdue or, if the execution thereof is stayed, or which are being contested in good faith and by appropriate proceedings diligently pursued and proceedings, for which adequate reserves a reserve or other appropriate provision, if any, as shall be required by GAAP, shall have been established; ormade; (ve) liens deposits to secure the performance of warehousemenbids, carrierstrade contracts, landlordsleases, mechanics, materialmen, or statutory obligations and other similar statutory or common law liens securing obligations that are not yet due and are of a like nature incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; oran aggregate amount outstanding at any time not to exceed $7,500,000.00; (vif) liens resulting easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, leases, subleases, licenses, sublicenses, restrictions on the use of Property or minor imperfections in title thereto which, individually and in the aggregate, could not reasonably be expected to cause a Material Adverse Change, and which do not in any case materially detract from good faith the value of the Property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (g) Liens on Property of Persons which become Subsidiaries of the Company after the Original Closing Date securing Debt permitted hereby; provided that, (i) such Liens are in existence at the time the respective Persons become Subsidiaries of the Company and were not created in anticipation thereof and (ii) the Debt secured by such Liens (A) is secured only by such Property and not by any other assets of the Subsidiary acquired, and (B) is not increased in amount; (h) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers' compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure public or statutory obligations of the performance Borrower; (i) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Company or any of tendersits Subsidiaries in the ordinary course of business prior to or at the time of the Company's or such Subsidiary's acquisition of such equipment; provided that, leasesthe Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, statutory obligationsand does not exceed the aggregate purchase price of such equipment, surety(ii) is secured only by such equipment and not by any other assets of the Company and its Subsidiaries, customs (iii) is not increased in amount, and appeal bonds(iv) the aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (i) shall not exceed $10,000,000.00; (j) Liens securing the Xxxxxx Loan Agreement and any MARAD Financing, bids including the Hercules Title XI Issue; provided that each such Lien encumbers only the property financed in connection with the creation of any such Debt and any other Xxxxxx Collateral or contracts MARAD Collateral; and (other than for payment of Debtk) Liens securing Capitalized Leases to the extent such Debt is permitted under Section 6.02(j); or provided that (viii) each such Lien only encumbers the property acquired in connection with the creation of such Capital Lease and all proceeds therefrom and (ii) the fair market value of the collateral securing any attachment or judgment lien not constituting an Event such Debt may exceed the outstanding principal amount of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) such Debt only to the extent such excess is within customary offset rights of brokers commercial bank lending and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orcollateralization requirements.

Liens, Etc. Create or suffer to existThe Company shall not, or nor shall it permit any of its subsidiaries to Subsidiaries to, create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiestheir respective properties or assets, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries Subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other thanexcept for the following: (a) Liens created pursuant to the Loan Documents; (b) Liens existing on the date of this Agreement and disclosed on Schedule 8.2 (Existing Liens) or, to the extent not listed in such schedule, where the property or assets subject to such Liens have a Fair Market Value that does not exceed $5,000,000 in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) those described on Schedule 5.02(athe Lien does not extend to any additional property other than (A) hereto after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.1 (Indebtedness) and renewals (B) proceeds and extensions on the same or substantially the same terms products thereof and conditions and at no increase in the debt or obligation; or (ii) liens the renewal, extension or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orrefinancing of the obligations secured by such Liens is permitted by Section 8.1 (Indebtedness); (iiic) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, assessments or other governmental charges that which are not overdue for a period of more than 30 days overdue or, if the execution thereof is stayed, or which are being contested in good faith and by appropriate proceedings actions diligently pursued and for which conducted, if adequate reserves have been established; orwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (vd) liens statutory Liens of warehousemenlandlords, carriers, landlordswarehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any of its Subsidiaries; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar statutory encumbrances and title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1(g) (Events of Default); (i) Liens securing Indebtedness permitted under Section 8.1(f) (Indebtedness); provided, however, that (i) such Liens attach concurrently with or common within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business, which do not (i) interfere in any material respect with the business of the Company or any of its material Subsidiaries or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a matter of law liens to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 8.3(c) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in an Asset Sale permitted under Section 8.4 (Sale of Assets), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (n) Liens on property of any Foreign Subsidiary that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 8.1 (Indebtedness); (o) Liens in favor of the Company or another Loan Party securing Indebtedness permitted under Section 8.1(e) (Indebtedness); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that are require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not yet due be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and are (iii) the Indebtedness secured thereby is permitted under Section 8.1(f), (i) or (m) (Indebtedness); (q) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Company or any of its Subsidiaries in the ordinary course of business; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 8.3 (Investments); (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and not for which adequate reserves have been established in accordance with generally accepted accounting principles; orspeculative purposes; (viu) liens resulting from good faith deposits Liens that are contractual rights of set-off (i) relating to secure payments the establishment of workmen’s compensation unemployment insurancedepository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Subsidiaries or (iii) relating to purchase orders and other social security programs agreements entered into with customers or to secure the performance Company or any Subsidiary in the ordinary course of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orbusiness; (viiv) Liens solely on any attachment xxxx xxxxxxx money deposits made by the Company or judgment lien not constituting an Event any of Default; orits Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (viiiw) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or Permitted Exceptions (ix) customary offset rights of brokers and deposit banks arising under as defined in the terms of securities account agreements and deposit agreements; orMortgages); (x) other Liens securing Indebtedness at any real estate easements time outstanding in an aggregate principal amount not to exceed $25,000,000; (y) in the case of leased Real Property, (i) liens on the fee interest in the land held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and easementsground leases and all renewals, covenants amendments, modifications, replacements, substitutions and encumbrances that customarily extensions thereof; and (z) licenses, sublicenses or similar rights to use any patent, trademark, copyright or other intellectual property right granted to others by the Company or any of its Subsidiaries in the ordinary course of business, which do not affect interfere in any material respect with the marketable title to real estate business of the Company or materially impair its use; orsuch Subsidiary.

Liens, Etc. Create or suffer to exist, or permit any Significant Subsidiary of its subsidiaries such Borrower to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assignwithout limitation, any right to receive incomeshares of any class of equity security of any Significant Subsidiary of such Borrower), in each case to secure any Debt (as defined below) or provide for the payment of any PersonIndebtedness, other than: than (i) those described on Schedule 5.02(aliens consisting of (A) hereto and renewals and extensions on the same pledges or substantially the same terms and conditions and at no increase deposits in the debt ordinary course of business to secure obligations under worker’s compensation laws or obligation; or similar legislation, (iiB) liens deposits in the ordinary course of business to secure, or security interests in lieu of, surety, appeal, or customs bonds to which are subject such Borrower or Significant Subsidiary is a party, (C) deposits, in an aggregate amount not to an intercreditor and subordination agreement exceed $250,000,000 at any one time outstanding, made by FE to secure, or in form and substance reasonably acceptable lieu of, surety, appeal, or customs bonds to Lender which any Unregulated Subsidiary is a party, (D) pledges or deposits in Lender’s sole discretion; or (iii) the liens ordinary course of business to secure performance in connection with bids, tenders or security interests of the Security Agreement; or (iv) liens contracts (other than liens relating to environmental liabilities or ERISA) contracts for taxes, assessmentsthe payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, repairmen’s or other governmental charges that are like Liens incurred in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmenconducted, or other similar statutory deposits to obtain in the release of such Liens; (ii) purchase money liens or common law liens securing obligations that are not yet due and are incurred purchase money security interests upon or in any property acquired or held by such Borrower or Significant Subsidiary in the ordinary course of business business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by such Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary or is merged into or consolidated with such Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of such Borrower or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of such Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which such Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of such Borrower or Significant Subsidiary other than the assets of such Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (xiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the execution thereof is stayedaggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, which are being contested in good faith by appropriate proceedings diligently pursued if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement, and for which adequate reserves have been established in accordance with generally accepted accounting principles; or that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Indebtedness that secured the Lien so extended, renewed or replaced (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debtany improvements on such property); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries Material Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its subsidiaries Material Subsidiaries to assignassign for security purposes, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other than: (ia) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; orPermitted Liens; (iib) liens purchase money Liens upon or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens any real Property or security interests goods acquired or held by any of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities Companies or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred any Material Subsidiary in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments the purchase price of workmen’s compensation unemployment insurance, such Property or other social security programs goods or to secure Indebtedness incurred solely for the performance purpose of tendersfinancing the acquisition of such real Property or goods, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts Liens existing on such real Property or goods at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such Property) or extensions, renewals or replacements of any of the foregoing for payment the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any properties of Debtany character other than the real Property or goods being acquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); orprovided, further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (b) shall not exceed $60,000,000 (for the purposes of this Section 6.2.1(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York); (viic) any attachment or judgment lien not constituting an Event of Default; orthe Liens existing on the Closing Date and described on Schedule 6.2.1(c) hereto; (viiid) liens arising from filing UCC financing Liens on (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with any of the Companies or any Material Subsidiary of any of the Companies or becomes a Material Subsidiary of any of the Companies; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with any of the Companies or such Subsidiary or acquired by any of the Companies or such Subsidiary; (e) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed $60,000,000 at any time outstanding; (f) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries; (g) the replacement, extension or renewal of any Lien or assignment permitted by clause (c) or (d) above upon or in the same Property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness or other obligation secured thereby; (h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of 5% of the Consolidated shareholders’ equity of Harley as shown on the most recent annual Consolidated financial statements regarding leases not prohibited of Harley; and (i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orSection 6.2.1.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any of its subsidiaries Domestic Subsidiary to create incur, issue, assume or suffer to existguaranty, at any time, any lien, security interest Borrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or other charge or encumbranceany Domestic Subsidiary, or any shares of stock or Borrowed Debt of any Domestic Subsidiary (other type of preferential arrangementthan Margin Stock), upon or with respect to any of its propertieswithout effectively providing that the Advances outstanding at such time (together with, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assignif the Borrower shall so determine, any right other Borrowed Debt of the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to receive incomethe Advances) shall be secured equally and ratably with (or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets as determined at the time of the incurrence of such Lien; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in each case to secure any computation under this Section 5.02(a), Borrowed Debt (as defined below) of any Person, other thansecured by: (i) those described Liens on Schedule 5.02(a) hereto and renewals and extensions property of, or on any shares of stock or Borrowed Debt of, any Person existing at the same or substantially time such Person becomes a member of the same terms and conditions and at no increase in the debt or obligation; orConsolidated Group; (ii) liens Liens in favor of the Borrower or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orany member of the Consolidated Group; (iii) the liens or security interests Liens on property of the Security Agreement; orBorrower or any member of the Consolidated Group in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) liens (other than liens relating to environmental liabilities Liens for Taxes not yet delinquent or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith and by appropriate proceedings diligently pursued and for which conducted, if adequate reserves have been established; orwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (v) liens Liens on property (including that of warehousemenAllergan and its Subsidiaries), carriersshares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, landlords, mechanics, materialmenat the time of, or within 180 days after, the acquisition of such property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof; (vi) Liens existing on the Effective Date; (vii) Liens incurred in connection with pollution control, industrial revenue or similar financing; (viii) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar statutory or common law liens securing obligations that are not yet due and are encumbrances incurred in the ordinary course of business orand title defects or irregularities that are of a minor nature and that, if in the execution thereof is stayedaggregate, which are being contested do not interfere in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance any material respect with generally accepted accounting principlesthe ordinary conduct of the business of the Consolidated Group, taken as a whole; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; orand (ix) customary offset rights any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of brokers any Borrowed Debt secured by any Lien referred to in subclauses (i) through (vii) of this Section 5.02(a); provided that (i) such extension renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and deposit banks arising under (ii) the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do Borrowed Debt secured by such Lien at such time is not affect the marketable title to real estate or materially impair its use; orincreased.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries Significant Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assignwithout limitation, any right to receive incomeshares of any class of equity security of any Significant Subsidiary), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: than (i) those described on Schedule 5.02(aliens consisting of (A) hereto and renewals and extensions on the same pledges or substantially the same terms and conditions and at no increase deposits in the debt ordinary course of business to secure obligations under worker’s compensation laws or obligation; or similar legislation, (iiB) liens deposits in the ordinary course of business to secure, or security interests in lieu of, surety, appeal, or customs bonds to which are subject the Guarantor or Significant Subsidiary is a party, (C) pledges or deposits in the ordinary course of business to an intercreditor and subordination agreement secure performance in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens connection with bids, tenders or security interests of the Security Agreement; or (iv) liens contracts (other than liens relating to environmental liabilities or ERISA) contracts for taxes, assessmentsthe payment of money), or (D) materialmen’s, mechanics’, carriers’, workers’, repairmen’s or other governmental charges that are like Liens incurred in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmenconducted, or other similar statutory deposits to obtain in the release of such Liens; (ii) purchase money liens or common law liens securing obligations that are not yet due and are incurred purchase money security interests upon or in any property acquired or held by the Guarantor or Significant Subsidiary in the ordinary course of business or, if the execution thereof is stayedbusiness, which are being contested secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary; provided that such Liens were not created to secure the acquisition of such Person; (iv) Liens in good faith existence on the date of this Guaranty; (v) Liens created by appropriate proceedings diligently pursued any First Mortgage Indenture, so long as (A) under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Default and for which adequate reserves have been established (B) no such Liens shall apply to assets acquired from the Guarantor or any Significant Subsidiary if such assets were free of Liens (other than as a result of a release of such Liens in accordance with generally accepted accounting principlescontemplation of such acquisition) immediately prior to any such acquisition; or (vi) liens resulting from good faith deposits Liens on assets of American Transmission Systems, Incorporated to secure payments Debt of workmen’s compensation unemployment insuranceAmerican Transmission Systems, or other social security programs or Incorporated, provided, however, that the aggregate principal amount of Debt secured by such Liens shall not at any time exceed 60% of the depreciated book value of the property subject to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt)such Liens; or (vii) any attachment or judgment lien not constituting an Event of DefaultLiens securing Stranded Cost Securitization Bonds; or (viii) liens arising from filing UCC financing statements regarding leases Liens on cash (in an aggregate amount not prohibited by this Agreementto exceed $270,000,000) pledged to secure reimbursement obligations for letters of credit issued for the account of Ohio Edison Company; or (ix) customary offset rights Liens on assets transferred in the Generation Transfers in favor of brokers the transferor thereof; and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any real estate easements Lien referred to in the foregoing clauses (i) through (ix); provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and easementsthat such extension, covenants renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orany improvements on such property).

Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"): (a) Liens securing the Obligations; (b) Liens securing the Subordinated Debt to the extent permitted under the Intercreditor Agreement; (c) purchase money Liens or purchase money security interests upon or in each case any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to secure any or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided that the Debt (as defined below) of any Person, other than: secured by such Liens (i) those described on Schedule 5.02(a) hereto was incurred solely for the purpose of financing the acquisition of such equipment, and renewals and extensions on does not exceed the same or substantially the same terms and conditions and at no increase in the debt or obligation; or aggregate purchase price of such equipment, (ii) liens or security interests which are subject to an intercreditor is secured only by such equipment and subordination agreement in form not by any other assets of the Borrower and substance reasonably acceptable to Lender in Lender’s sole discretion; or its Subsidiaries, and (iii) the liens or security interests of the Security Agreement; oris not increased in amount; (ivd) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (ve) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided that such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vif) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (g) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments; (h) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers' compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower; (i) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; (j) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply; (k) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below; (l) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money; (m) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank; (n) Liens on cash and Liquid Investments securing the performance obligations of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts Borrower under any Hedge Contract (other than for payment of Debtsubject to the limitations set forth in Section 6.14); or; (viio) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate; (p) Subject to paragraphs (d) and (e) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money; (q) Liens described in Schedule 4.05; and (r) Liens resulting from any attachment judgment or judgment lien award that is not constituting an a Default or Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or.

Liens, Etc. Create or suffer to existCreate, or permit any of its subsidiaries to create assume, incur or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Excepted Liens; (c) Liens existing on the Closing Date and described in Schedule 6.01; provided that such Liens shall secure only those obligations which they secure on the Closing Date and extensions, renewals and replacements thereof permitted hereunder; (d) Liens arising out of judgments or assignawards in respect of which the Parent or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $500,000.00 at any time outstanding; (e) Liens securing Debt permitted under Section 6.02(e)(i) and purchase money security interests securing Debt permitted under Section 6.02(e)(ii) in any fixed or capital assets and improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Parent or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other than: Subsidiaries; provided that (i) those described on Schedule 5.02(a) hereto such Liens do not at any time encumber any property other than the property financed by such Debt and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or Proceeds thereof, (ii) liens the Debt secured thereby does not exceed the lesser of the cost or fair market value of the property being acquired or financed on the date of acquisition or financing, and (iii) in the case of purchase money security interests, such security interests are created within 120 days after such acquisition (or completion of such improvements); (f) rights of set-off of banks and other Persons in the ordinary course of banking and trading arrangements; (g) Liens in favor of the Secured Counterparties and Sowood which are subject to an intercreditor and subordination agreement the Intercreditor Agreement, to the extent such Liens in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orfavor of the Secured Counterparties are permitted by Section 6.26(a); (iiih) the liens or security interests of the Security Agreement; or (ivi) liens (other than liens relating in inventory held by and granted to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred an LDC in the ordinary course of business or, if and (ii) in accounts purchased and collected by and granted to an LDC that has agreed to make payment to the execution thereof is stayed, which are being contested Borrowers or one of their Subsidiaries for such accounts in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principlesthe ordinary course of business; orand (vii) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory Liens securing obligations, suretyactual or contingent, customs and appeal bonds, bids or contracts (other in an aggregate amount not greater than for payment of Debt); or (vii) $200,000.00 at any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; ortime.

Liens, Etc. Create Except as permitted in Section 5.02(b) and (c), create or suffer to exist, or permit any of its subsidiaries Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: than the following Liens (“Permitted Liens”) (i) those described on Schedule 5.02(aLiens consisting of (A) hereto and renewals and extensions on the same pledges or substantially the same terms and conditions and at no increase deposits in the debt ordinary course of business to secure obligations under worker’s compensation laws or obligation; or similar legislation, (iiB) liens deposits in the ordinary course of business to secure, or security interests in lieu of, surety, appeal, or customs bonds to which are subject the Company or any of its Subsidiaries is a party, (C) pledges or deposits in the ordinary course of business to an intercreditor and subordination agreement secure performance in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens connection with bids, tenders or security interests of the Security Agreement; or (iv) liens contracts (other than liens relating to environmental liabilities or ERISA) contracts for taxes, assessmentsthe payment of money), or (D) materialmen’s, mechanics’, carriers’, workers’, repairmen’s or other governmental charges that are like Liens incurred in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmenconducted, or other similar statutory deposits to obtain in the release of such Liens; (ii) purchase money liens or common law liens securing obligations that are not yet due and are incurred purchase money security interests upon or in any property acquired or held by the Company or any of its Subsidiaries in the ordinary course of business orto secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on the property of any Person at the time that such Person becomes a direct or indirect Subsidiary of the Company; provided that such Liens were not created to secure the acquisition of such Person; (iv) Liens created to secure Debt in respect of First Mortgage Bonds; provided, if however, that the execution thereof is stayed, which are being contested principal amount of Debt secured by the Liens described in good faith by appropriate proceedings diligently pursued this clause (iv) shall not at any time exceed the depreciated book value of the property subject to such Liens; (v) Liens in existence on the date of this Agreement; and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure in the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts foregoing clauses (other than for payment of Debti) through (v); or provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (viiand any improvements on such property). Notwithstanding the foregoing, this subsection (a) any attachment shall have no force or judgment lien not constituting effect if and for so long as the Obligations are secured by First Mortgage Bonds and/or cash collateral in an Event aggregate principal amount at least equal to the sum of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements the Available Amount and easements(y) the aggregate outstanding principal amount of all unreimbursed Letter of Credit drawings, covenants demand loans hereunder and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orTender Advances.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries Material Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its subsidiaries Material Subsidiaries to assignassign for security purposes, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other than: (ia) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; orPermitted Liens; (iib) liens purchase money Liens upon or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens any real Property or security interests goods acquired or held by any of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities Companies or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred any Material Subsidiary in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments the purchase price of workmen’s compensation unemployment insurance, such Property or other social security programs goods or to secure Indebtedness incurred solely for the performance purpose of tendersfinancing the acquisition of such real Property or goods, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts Liens existing on such real Property or goods at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such Property) or extensions, renewals or replacements of any of the foregoing for payment the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any properties of Debtany character other than the real Property or goods being acquired (and related Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); orprovided, further that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) shall not exceed $100,000,000 (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York); (viic) any attachment or judgment lien not constituting an Event of Default; orthe Liens existing on the Closing Date and described on Schedule 6.2.2(c) hereto; (viiid) liens arising from filing UCC financing Liens on (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with any of the Companies or any Material Subsidiary of any of the Companies or becomes a Material Subsidiary of any of the Companies; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with any of the Companies or such Subsidiary or acquired by any of the Companies or such Subsidiary; (e) other Liens or assignments securing Indebtedness and other obligations in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (f) Liens (A) consisting of sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries; (g) the replacement, extension or renewal of any Lien or assignment permitted by clause (c) or (d) above upon or in the same Property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness or other obligation secured thereby; (h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not in excess of 5% of the Consolidated shareholders’ equity of Harley as shown on the most recent annual Consolidated financial statements regarding leases not prohibited of Harley; and (i) Liens on proceeds of any of the assets permitted to be the subject of any Lien or assignment permitted by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orSection 6.2.2.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries Subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other than: (i) those Liens existing on the Effective Date and described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; orhereto, (ii) liens purchase money Liens upon or security interests which are in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course of business (including any Lien in respect of a capitalized lease of personal property) to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition or lease of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired or leased, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orthe Lien being extended, renewed or replaced, (iii) Liens asserted by warehousemen, mechanics or materialmen which Liens are being contested in good faith by appropriate proceedings diligently conducted and for which reserves in accordance with GAAP are being maintained on the liens or security interests books of the Security Agreement; orGuarantor and any mechanic’s, carrier’s, landlord’s or similar common law or statutory lien incurred in the normal course of business which has not been docketed as a judgment, (iv) liens (other than liens relating to environmental liabilities Liens or ERISA) levies for taxes, assessmentsfees, assessments or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, yet due and payable or being contested in good faith by appropriate proceedings diligently conducted and Liens resulting from or incurred with respect to legal proceedings which are being contested in good faith by appropriate proceedings diligently pursued conducted; provided that reserves in accordance with GAAP are being maintained on the books of the Guarantor with respect to such taxes, fees, assessments, governmental charges and for which adequate reserves have been established; orlegal proceedings, (v) liens of warehousemenLiens securing only workers’ compensation, carriers, landlords, mechanics, materialmenunemployment insurance or similar obligations and/or deposits or pledges made in connection with, or to secure payment of, utilities or similar services, leases, workers’ compensation, unemployment insurance, old age pensions or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; orsocial security obligations, (vi) liens resulting from good faith deposits to secure payments Encumbrances as set forth in all deeds, title insurance and mortgages existing as of workmen’s compensation unemployment insurancethe Effective Date in respect of all real property owned or leased by the Guarantor or any of its Subsidiaries and any other zoning or deed restrictions, public utility easements, minor title irregularities and similar matters having no material adverse effect as a practical matter on the ownership or other social security programs or to secure use of any of the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orreal property in question, (vii) Liens securing or given in lieu of surety, stay, appeal or performance bonds (other than contracts for the payment of indebtedness for borrowed money), or deposits required by law or governmental regulations or by any attachment court order, decree, judgment or rule or as a condition to the transaction of business or the exercise of any right, privilege or license, or Liens arising from a judgment lien not constituting an Event of Default; or, (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; orInterest or title of a lessor under a lease, (ix) customary offset rights Liens in favor of brokers and deposit banks arising the Agent or a Lender, if any, to secure the obligations of the Loan Parties under the terms of securities account agreements and deposit agreements; orLoan Documents, (x) Liens created or assumed in purchasing, constructing or improving any real estate easements property or to which any real property is subject when purchased; provided, however, that: (x) the mortgage, security interest or other lien is confined to the property in question, and easements(y) the indebtedness secured thereby is non-recourse as to any Loan Party and does not exceed the total cost of the purchase, covenants construction or improvement, (xi) Any transfer of a check or other medium of payment for deposit or collection, or any similar transaction in the normal course of business, (xii) Any financing statement perfecting a security interest that would be permissible under this Section 5.02(a), (xiii) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and encumbrances that customarily do not affect extend to any assets other than those of the marketable title Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (xiv) other Liens securing Debt in an aggregate principal amount not to real estate exceed at any time outstanding 2% of Consolidated Tangible Net Assets at the time such Lien is incurred, (xv) the replacement, extension or materially impair its use; orrenewal of any Lien permitted by clause (i), (ii), (viii), (ix) or (xii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, and (xvi) Liens on receivables (and related assets) in connection with Permitted Receivables Financings, so long as such Liens extend solely to the receivables (and related assets) being securitized thereunder.

Liens, Etc. Create or suffer to exist, or permit any Subsidiary of its subsidiaries the Borrower to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assignwithout limitation, any right to receive incomeshares of any class of equity security of any Subsidiary of the Borrower), in each case to secure any Debt (as defined below) or provide for the payment of any PersonIndebtedness, other than: than (i) those described on Schedule 5.02(aliens consisting of (A) hereto and renewals and extensions on the same pledges or substantially the same terms and conditions and at no increase deposits in the debt ordinary course of business to secure obligations under worker’s compensation laws or obligation; or similar legislation, (iiB) liens deposits in the ordinary course of business to secure, or security interests in lieu of, surety, appeal, or customs bonds to which are subject the Borrower or any of its Subsidiaries is a party, (C) pledges or deposits in the ordinary course of business to an intercreditor and subordination agreement secure performance in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens connection with bids, tenders or security interests of the Security Agreement; or (iv) liens contracts (other than liens relating to environmental liabilities or ERISA) contracts for taxes, assessmentsthe payment of money), or (D) materialmen’s, mechanics’, carriers’, workers’, repairmen’s or other governmental charges that are like Liens incurred in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmenconducted, or other similar statutory deposits to obtain in the release of such Liens; (ii) purchase money liens or common law liens securing obligations that are not yet due and are incurred purchase money security interests upon or in any property acquired or held by the Borrower or a Subsidiary of the Borrower in the ordinary course of business business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by the Borrower or a Subsidiary of the Borrower or on the property of any Person at the time that such Person becomes a Subsidiary of the Borrower or a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or a Subsidiary of the Borrower; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any FMB Mortgage, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) [Reserved]; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of the Borrower or any Subsidiary of the Borrower; (ix) Liens on cash or cash equivalents to defease Indebtedness of the Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that the Liens extend to only the equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which the Borrower or a Subsidiary of the Borrower is liable as lessee; provided, that no such Lien shall extend to or cover any assets of the Borrower or a Subsidiary of the Borrower other than the assets of the Borrower or a Subsidiary of the Borrower subject to such lease and proceeds thereof; (xiii) Liens created by the Guarantor Bonds; (xiv) Liens created for the sole purpose of refinancing, extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (xiii); provided, however, that the principal amount of Indebtedness (or, if greater, the execution thereof is stayedaggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, which are being contested if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement, and that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Indebtedness that secured the Lien so extended, renewed or replaced (and any improvements on such property). Notwithstanding the foregoing, First Mortgage Bonds may not be issued or used to secure, or otherwise to assure creditors or counterparties with respect to payments on other Indebtedness, Commodity Trading Obligations or Hedging Obligations of the Borrower or any of its Subsidiaries, except that each Genco may issue and use First Mortgage Bonds in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits order to secure payments payment obligations of workmenFES or such Genco to any of FE’s compensation unemployment insurance, or other social security programs or regulated utility Subsidiaries with respect to secure FES’s Xxxx-to-Market Obligations in an amount not greater than the performance difference between the amount of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment First Mortgage Bonds that may at the time of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising determination be issued under the terms applicable issuance tests under the FMB Mortgage of securities account agreements and deposit agreements; or such Genco (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect as such issuance tests are in effect on the marketable title to real estate or materially impair its use; ordate hereof).

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries Subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, Person other than: than (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens in favor of the same or substantially the same terms and conditions and at no increase in the debt or obligationBank; or (ii) liens or security interests which are subject to an intercreditor Liens existing on the date hereof and subordination agreement set forth in form and substance reasonably acceptable to Lender in Lender’s sole discretionSchedule 6.02(d) hereto; or (iii) purchase money Liens upon or in any equipment acquired or held by the liens Borrower or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred any Subsidiary in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits respect to principal indebtedness up to a maximum of $2,000,000 to secure payments the purchase price of workmen’s compensation unemployment insurancesuch equipment or to secure indebtedness incurred solely for the purpose of financing the acquisition of such equipment; (iv) Liens existing on property acquired by the Borrower or any Subsidiary, or other social security programs or and all refundings and extensions of any such Liens; (v) Liens, deposits and/or pledges made to secure the performance of tendersoperating leases; provided that the principal amount of Debt secured by any such Lien permitted hereunder shall not exceed an amount equal to (x) one hundred percent (100%) of the cost of the real property subject to such lien or security interest or (y) one hundred percent (100%) of the cost of the personal property subject to such lien or security interest, leasesand further provided that none of such liens or security interests shall extend to other assets of the Borrower or its Subsidiaries, statutory obligations(vi) Liens for taxes, suretyassessments or other governmental charges which are not delinquent, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment materialmen’s, mechanics’ or judgment lien not constituting an Event of Default; or (viii) other similar liens arising from filing UCC financing statements regarding leases in the ordinary course of business the underlying claim with respect to which is not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate delinquent or materially impair its use; oris being contested in good faith.

Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to secure any Debt (as defined below) of any Person, other thanexist: (a) Liens created by the Security Instruments; (b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Borrower’s or such Subsidiary’s acquisition of such equipment; provided that, the Debt secured by such Liens (i) those described on Schedule 5.02(a) hereto was incurred solely for the purpose of financing the acquisition of such equipment, and renewals and extensions on does not exceed the same or substantially the same terms and conditions and at no increase in the debt or obligation; or aggregate purchase price of such equipment, (ii) liens or security interests which are subject to an intercreditor is secured only by such equipment and subordination agreement in form not by any other assets of the Borrower and substance reasonably acceptable to Lender in Lender’s sole discretion; or its Subsidiaries, and (iii) the liens or security interests of the Security Agreement; oris not increased in amount; (ivc) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (vd) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vie) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments; (g) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers’ compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure public or statutory obligations of the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orBorrower; (viih) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers operating agreements, unitization and deposit banks arising under the terms of securities account pooling agreements and deposit orders, farmout agreements; or (x) , gas balancing agreements and other agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any real estate easements and easementsof its Subsidiaries warranted in the Security Instruments, covenants and encumbrances to the extent that customarily do any such Lien referred to in this clause does not affect materially impair the marketable title to real estate use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair its usethe value of such Property subject thereto; orand (i) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply.

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationRestatement Effective Date; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with GAAP; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker’s compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) other Liens not otherwise referred to in the foregoing clauses (i) through (vii) above, provided that such Liens, in the aggregate, shall not secure obligations in excess of business or$50,000,000 at any one time; (ix) Liens created for the sole purpose of extending, if renewing or replacing in whole or in part Debt secured by any Lien referred in the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or foregoing clauses (i) through (vi) liens resulting from good faith deposits above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to secure payments all or a part of workmen’s compensation unemployment insurancethe property or Debt that secured the Lien so extended, renewed or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs replaced (and appeal bonds, bids or contracts (other than for payment of Debtany improvements on such property); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (x) shall be placed upon any real estate easements shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and easements, covenants the LC Issuing Banks hereunder are simultaneously and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orLenders.

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationRestatement Effective Date; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with GAAP; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker’s compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course aggregate, shall not exceed $25,000,000 at any one time outstanding; (viii) Liens created by or pursuant to the Mortgage Indenture; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not secure obligations in excess of business or$50,000,000 at any one time; (x) Liens created for the sole purpose of extending, if renewing or replacing in whole or in part Debt secured by any Lien referred to in the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or foregoing clauses (i) through (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases above, provided that the principal amount of indebtedness secured thereby shall not prohibited by this Agreementexceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); or and (ixxi) customary offset Liens on rights or other property purported to be transferred to the issuer of brokers and deposit banks arising Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the terms foregoing clauses (i) through (xi) shall be placed upon any shares of securities account agreements any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and deposit agreements; or (x) any real estate easements the LC Issuing Banks hereunder are simultaneously and easements, covenants and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orLenders.

Liens, Etc. Create The Borrower shall not create or suffer to exist, or and shall not permit any of its subsidiaries Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its or such Subsidiary's properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries Subsidiaries to assign, any right to receive incomeincome therefrom, in each case except for the following and the Lender hereby consents to secure any Debt (as defined below) the following liens notwithstanding the provisions of any Person, other thanNegative Pledge Agreement: (ia) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens created pursuant to the same or substantially the same terms and conditions and at no increase in the debt or obligation; orLoan Documents; (iib) liens or security interests which are subject to an intercreditor and subordination agreement Liens arising by operation of law in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests favor of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxesmaterialmen, assessmentsmechanics, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, lessors or other similar statutory Persons incurred by the Borrower or common law liens securing obligations that are not yet due and are incurred any of its Subsidiaries in the ordinary course of business orwhich secure its obligations to such Person; provided, if however, that (i) the execution thereof Borrower or such Subsidiary is stayednot in default with respect to such payment obligation to such Person, which are being contested (ii) the Borrower or such Subsidiary is in good faith and by appropriate proceedings diligently pursued contesting such obligation and adequate provision is made for the payment thereof, or (iii) all such failures in the aggregate have no Material Adverse Effect; (c) Liens (excluding Environmental Liens) securing taxes, assessments or governmental charges or levies; provided, however, that (i) neither the Borrower nor any of its Subsidiaries is in default in respect of any payment obligation with respect thereto unless the Borrower or such Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof, and (ii) all such failures in the aggregate have no Material Adverse Effect; (d) Zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto which do not in the aggregate materially detract from the value or use of the property or assets of the Borrower or any of its Subsidiaries or impair, in any material manner, the use of such property for the purposes for which adequate reserves have been established in accordance with generally accepted accounting principles; orsuch property is held by the Borrower or any such Subsidiary; (vie) liens resulting from good faith deposits to secure payments Liens in favor of workmen’s compensation unemployment insurancelandlords securing operating leases permitted by Section 8.03; (f) Liens existing on the date of this Agreement and disclosed on Schedule 8.01, and Liens permitted by the Existing Facility or the Other Supplemental Facility, or the Loan Documents thereunder; (g) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security programs security, or to secure the performance of tenders, leases, statutory obligations, surety, customs surety and appeal bonds, bids or contracts bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (other than exclusive of obligations for the payment of Debtborrowed money); or; (viih) any Any attachment or judgment lien Lien not constituting an Event of Default; orDefault under Section 9.01(f); (viiii) liens Any (i) interest or title of a lessor or sublessor under any Capitalized Lease or any operating lease not prohibited by this Agreement, (ii) restriction or encumbrance that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any restriction or encumbrance referred to in the preceding clause (ii); (j) Liens arising from filing UCC financing statements regarding relating solely to leases not prohibited permitted by this Agreement; or; (ixk) customary offset rights Deposits in the ordinary course of brokers business to secure liabilities to insurance carriers, lessors, utilities and deposit banks arising under the terms of securities account agreements and deposit agreements; orother service providers; (xl) Purchase money security interests (including mortgages, conditional sales, Capitalized Leases and any real estate easements other title retention or deferred purchase devices) in personal property of the Borrower or any of its Subsidiaries in an amount not exceeding $200,000 in respect of each Hotel Facility, existing or created at the time of acquisition thereof or within 60 days thereafter. (m) Any Lien securing the renewal, extension or refunding of any Indebtedness or other Obligation secured by any Lien permitted by this Section 8.01 provided that such renewal, extension or refunding is otherwise permitted by this Agreement and easementsthe amount of such Indebtedness or other Obligation secured by such Lien and the assets subject to such Lien are not increased. (n) Any Lien securing Indebtedness permitted pursuant to Sections 8.02(a)(v), covenants 8.02(a)(vi) and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or8.02(a)(vii).

Liens, Etc. Create Create, incur or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, incur or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignupon any income or profits therefrom, or acquire or agree to acquire, or permit any of its subsidiaries Subsidiary to assignacquire, any right to receive incomeproperty or assets upon conditional sales agreements or other title retention devices, in each case to secure any Debt (as defined below) of any Person, other thanexcept: (i) those described on Schedule 5.02(aLiens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the time required by Section 5.01(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or(b); (ii) liens any Lien of or security interests which are subject to resulting from any judgment or award; provided that either (A) the amount secured thereby does not exceed $50,000,000 or (B) if the amount secured thereby does exceed $50,000,000, the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or the Borrower or a Subsidiary shall in good faith be prosecuting an intercreditor appeal or proceeding for a review thereof, and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orexecution of such judgment or award shall be stayed pending such appeal or proceeding for review; (iii) Liens incidental to the conduct of business conducted by the Borrower and its Subsidiaries in the ordinary course of business or the ownership of properties and assets owned by the Borrower and its Subsidiaries (including Liens in connection with worker's compensation, unemployment insurance and other like laws, warehousemen's and attorneys' liens and statutory landlords' liens) and Liens to secure the performance of bids, tenders or security interests trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxesBorrower and its Subsidiaries and not in connection with the borrowing of money, assessmentsprovided in each case, or other governmental charges that are the obligation secured is not more than 30 days overdue or, if the execution thereof overdue, is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; oractions or proceedings; (viv) liens of warehousemensurvey exceptions or encumbrances, carriersencroachments, landlords, mechanics, materialmeneasements or reservations, or rights of others for rights-of-way, utilities and other similar statutory purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or common law liens securing obligations that are not yet due and are incurred in other restrictions as to the ordinary course use of business or, if the execution thereof is stayedreal properties, which are being contested necessary or appropriate in the good faith by appropriate proceedings diligently pursued judgment of the Borrower for the conduct of the business of the Borrower and for which adequate reserves have been established its Subsidiaries and which, individually or in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurancethe aggregate, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or in any event materially impair their use in the operation of the business of the Borrower or of the Borrower and its use; orSubsidiaries taken as a whole;

Liens, Etc. Create or suffer to existCreate, or permit any of its subsidiaries to create assume, incur or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, other than the following (“Permitted Liens”): (a) Liens pursuant to any Loan Document; (b) Excepted Liens; (c) Liens existing on the Closing Date and described in Schedule 6.01; provided that such Liens shall secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof permitted hereunder; (d) Liens arising out of judgments or assignawards in respect of which the Parent or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $500,000.00 at any time outstanding; (e) Liens securing Debt permitted under Section 6.02(e)(i) and purchase money security interests securing Debt permitted under Section 6.02(e)(ii) in any fixed or capital assets and improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Parent or permit any of its subsidiaries to assignSubsidiaries; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Debt and the Proceeds thereof, any right to receive income(ii) the Debt secured thereby does not exceed the lesser of the cost or fair market value of the property being acquired or financed on the date of acquisition or financing, and (iii) in each the case to secure any Debt of purchase money security interests, such security interests are created within 120 days after such acquisition (or completion of such improvements); (f) rights of set-off of banks and other Persons in the ordinary course of banking and trading arrangements; (g) Liens in favor of the Secured Counterparties (as defined below) of any Person, other than: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (iiIntercreditor Agreement) liens or security interests and Sowood which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orthe Intercreditor Agreement; (iiih) the liens or security interests of the Security Agreement; or (ivi) liens (other than liens relating in inventory held by and granted to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred an LDC in the ordinary course of business or, if and (ii) in accounts purchased and collected by and granted to an LDC that has agreed to make payment to the execution thereof is stayed, which are being contested Borrowers or one of their Subsidiaries for such accounts in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principlesthe ordinary course of business; orand (vii) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory Liens securing obligations, suretyactual or contingent, customs and appeal bonds, bids or contracts (other in an aggregate amount not greater than for payment of Debt); or (vii) $200,000.00 at any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; ortime.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit exist any Lien of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangementnature, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, assign as collateral or permit any of its subsidiaries to assignotherwise convey as collateral, any right to receive income, in each case except that the foregoing restrictions shall not apply to secure any Debt (as defined below) of any Person, other thanLiens: (i) those described SECTION 5.2.1.1. For taxes, assessments or governmental charges or levies on Schedule 5.02(a) hereto and renewals and extensions on property if the same shall not at the time be delinquent or substantially the same terms and conditions and at no increase in the debt thereafter can be paid without penalty or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessmentsinterest, or (if foreclosure, distraint, sale or other governmental charges that are similar proceedings shall not more than have been commenced or if commenced not stayed, bonded or discharged within 30 days overdue or, if the execution thereof is stayed, which after commencement) are being contested in good faith and by appropriate proceedings diligently pursued conducted and for which adequate reserves have proper reserve or other provision has been established; ormade in accordance with and to the extent required by GAAP; (v) liens of warehousemenSECTION 5.2.1.2. Imposed by law, such as landlords', carriers', landlordswarehousemen's and mechanics' liens, mechanicsbankers' set off rights and other similar Liens arising in the ordinary course of business for sums not yet due or being contested in good faith and by appropriate proceedings diligently conducted and for which proper reserve or other provision has been made in accordance with and to the extent required by GAAP; SECTION 5.2.1.3. Arising in the ordinary course of business out of pledges or deposits under worker's compensation laws, materialmenunemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; SECTION 5.2.1.4. Arising from or upon any judgment or award, provided that such judgment or award is being contested in good faith by proper appeal proceedings and only so long as execution thereon shall be stayed; SECTION 5.2.1.5. Those set forth on EXHIBIT 1.8 provided that any lien claimed by Sanwa Business Credit Corporation on account of an existing UCC-1 financing statement shall not secure Indebtedness in excess of $335,000 and Borrower shall not incur any Indebtedness to, or enter into any agreement with Sanwa Business Credit Corporation after the Closing Date; SECTION 5.2.1.6. Those now or hereafter granted pursuant to the Security Documents or otherwise now or hereafter granted to the Agent for the benefit of the Lenders as collateral for the Loans and/or Borrower's other Obligations arising in connection with or under any of the Financing Documents; SECTION 5.2.1.7. Deposits to secure the performance of bids, trade contracts (other than for Borrowed Money), leases, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of the Borrower's or common law liens securing obligations that are not yet due any Subsidiary's business; SECTION 5.2.1.8. Easements, rights of way, restrictions and are other similar encumbrances incurred in the ordinary course of business orwhich, if in the execution thereof aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of business by any Borrower or any Subsidiary; SECTION 5.2.1.9. Liens securing Indebtedness permitted to exist under SECTION 5.2.8.3; provided that the Lien securing any such Indebtedness is stayed, limited to the item of property purchased or leased in each case; SECTION 5.2.1.10. UCC-1 financing statements filed solely for notice or precautionary purposes by lessors under operating leases which do not secure Indebtedness and which are being contested limited to the items of equipment leased pursuant to the lease in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principlesquestion; orand (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC SECTION 5.2.1.11. UCC-1 financing statements regarding in connection with sales of revenue streams from product leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under without recourse to the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orBorrower.

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, incur, assume, or suffer to exist, any lien, security interest interest, or other charge or encumbranceencumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential arrangement, interest upon or with respect to any of its propertiesproperties of any character (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit accounts) (any of its subsidiaries the foregoing being referred to assignherein as a “Lien”), any right to receive incomeexcluding, in each case to secure any Debt (as defined below) however, from the operation of any Person, other thanthe foregoing restrictions the Liens created under the Loan Documents and the following: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens for taxes, assessments or governmental charges or levies to the same or substantially the same terms and conditions and at no increase in the debt or obligation; orextent not past due; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens or security interests and other similar Liens arising in the ordinary course of business securing obligations which are subject to not overdue or which are being contested in good faith, provided that any such contested Lien securing an intercreditor and subordination agreement amount claimed in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orexcess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien; (iii) the liens pledges or security interests deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Security Agreement; orBorrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (iv) liens (A) purchase money Liens upon or in property now owned or hereafter acquired by the Borrower or any of its Subsidiaries in the ordinary course of business (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Utilities shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than liens relating the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to environmental liabilities or ERISAcover any property not theretofore subject to the Lien being extended, renewed or replaced; (v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for taxessuch Subsidiary; (vi) attachment, assessments, judgment or other governmental charges similar Liens arising in connection with court proceedings, provided that are not more than 30 days overdue or, if the execution thereof or other enforcement of such Liens is stayed, which effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings diligently pursued and for or the payment of which adequate reserves have been established; oris covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies; (vvii) liens Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, provided that such obligations do not exceed $5,000,000 in the aggregate at any one time outstanding; (viii) Liens created pursuant to the Mortgage Bond Indentures; (ix) Liens on the ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of warehousemenDebt of any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, carriersthe calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing such Debt; (x) Liens in favor of Wachovia, landlordsas agent under the Utility Facilities to secure the obligations of the respective Utilities under such agreements; (xi) Liens incurred in connection with the sales of assets permitted in Section 5.2(d)(ix); (xii) Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, mechanicsin an aggregate principal amount not to exceed (x) in the case of the Borrower and all its Subsidiaries other than the Utilities and their respective Subsidiaries, materialmen$100,000,000 outstanding at any one time, and (y) in the case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time; (xiii) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel; (xiv) Liens constituting easements, restrictions and other similar statutory or common law liens securing obligations that are not yet due and are incurred encumbrances arising in the ordinary course of business or, if the execution thereof is stayedbusiness, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; orthe aggregate do not materially adversely affect the Borrower’s use of its properties; (vixv) liens resulting from good faith deposits to secure payments Liens set forth in Schedule III hereto, and any extensions, renewals, refinancing or replacements of workmen’s compensation unemployment insurance, any such Liens upon or other social security programs or to secure in the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt)same property theretofore subject thereto; orand (viixvi) other Liens securing obligations of the Borrower and its Subsidiaries not to exceed more than five percent (5%) of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries at any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; ortime.

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, incur, assume, or suffer to exist, any lien, security interest interest, or other charge or encumbranceencumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential arrangement, interest upon or with respect to any of its propertiesproperties of any character (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit accounts) (any of its subsidiaries the foregoing being referred to assignherein as a “Lien”), any right to receive incomeexcluding, in each case to secure any Debt (as defined below) however, from the operation of any Person, other thanthe foregoing restrictions the Liens created under the Loan Documents and the following: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens for taxes, assessments or governmental charges or levies to the same or substantially the same terms and conditions and at no increase in the debt or obligation; orextent not past due; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens or security interests and other similar Liens arising in the ordinary course of business securing obligations which are subject to not overdue or which are being contested in good faith, provided that any such contested Lien securing an intercreditor and subordination agreement amount claimed in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orexcess of $5,000,000 shall be fully bonded within 90 days after the imposition of such Lien; (iii) the liens pledges or security interests deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Security Agreement; orBorrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (iv) liens (A) purchase money Liens upon or in property now owned or hereafter acquired by the Borrower or any of its Subsidiaries in the ordinary course of business (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Borrower or any of its Subsidiaries shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than liens relating the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to environmental liabilities or ERISAcover any property not theretofore subject to the Lien being extended, renewed or replaced; (v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for taxessuch Subsidiary; (vi) attachment, assessments, judgment or other governmental charges similar Liens arising in connection with court proceedings, provided that are not more than 30 days overdue or, if the execution thereof or other enforcement of such Liens is stayed, which effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings diligently pursued and for or the payment of which adequate reserves have been established; oris covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies; (vvii) liens Liens incurred in connection with the sales of warehousemenassets permitted in Section 5.2(d)(ix); (viii) Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, carriersin an aggregate principal amount not to exceed $100,000,000 outstanding at any one time; (ix) Liens incurred in connection with the Indentures; (x) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel; (xi) Liens constituting easements, landlords, mechanics, materialmen, or restrictions and other similar statutory or common law liens securing obligations that are not yet due and are incurred encumbrances arising in the ordinary course of business or, if the execution thereof is stayedbusiness, which are being contested in good faith the aggregate do not materially adversely affect the use by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; orBorrower or any of its Subsidiaries of their respective properties; (vixii) liens resulting from good faith deposits to secure payments Liens on assets of workmen’s compensation unemployment insurance, any Subsidiary of the Borrower in favor of the Borrower or other social security programs or to secure any wholly-owned Subsidiary of the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orBorrower; (viixiii) Liens set forth in Schedule III hereto, and any attachment extensions, renewals, refinancing or judgment lien not constituting an Event replacements of Defaultany such Liens upon or in the same property theretofore subject thereto; orand (viiixiv) liens arising from filing UCC financing statements regarding leases other Liens securing obligations of the Borrower and its Subsidiaries not prohibited by this Agreement; or to exceed more than five percent (ix5%) customary offset rights of brokers the consolidated assets (valued at book value) of the Borrower and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) its Subsidiaries at any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; ortime.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, incur, assume or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign, file or authorize the filing or suffer to exist, or permit any of its Subsidiaries to sign, file or authorize the filing or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Parent or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its subsidiaries Subsidiaries to assign, any accounts or other right to receive income, in each case to secure any Debt (as defined below) of any Person, other thanexcept: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens created under the same or substantially the same terms and conditions and at no increase in the debt or obligation; orLoan Documents; (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orPermitted Liens; (iii) Liens existing on the liens or security interests of the Security Agreement; ordate hereof and described on Schedule 4.01(v) hereto; (iv) liens (Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(iii); provided, that no such Lien shall extend to or cover any Collateral or assets other than liens relating the assets subject to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; orsuch Capitalized Leases; (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing Liens created after the date hereof in connection with purchase money obligations that are not yet due and are incurred with respect to equipment acquired by any Loan Party in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; orbusiness; (vi) liens resulting from good faith deposits Liens securing Debt incurred pursuant to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure Sections 5.02(b)(ii) and (v) and otherwise permitted by the performance of tenders, leases, statutory obligations, surety, customs Subordination and appeal bonds, bids or contracts (other than for payment of Debt)Intercreditor Agreements; orand (vii) any attachment (A) deposits of cash, checks or judgment lien Cash Equivalents to secure Ordinary Course Obligations, (B) letters of credit issued to secure Ordinary Course Obligations or (C) surety, appeal, performance and return-of-money bonds and bonds of a similar nature issued to secure or in respect of Ordinary Course Obligations, in an aggregate amount not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under to exceed the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; oramount set forth in Section 5.02(b)(xii).

Liens, Etc. Create or suffer to exist, or permit Neither the Borrower nor any of its subsidiaries to it Subsidiaries shall create or suffer to exist, exist any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, except for (collectively, the following are hereinafter referred to as the “Permitted Liens”): (a) Liens created pursuant to the Loan Documents and authorized by the Financing Order; (b) purchase money Liens upon or in each case to secure any Debt (as defined below) of any Person, other than: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on property hereinafter acquired by the same Borrower or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred such Subsidiary in the ordinary course of business or, if not inconsistent with the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits Approved Budget to secure payments the purchase price of workmen’s compensation such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property, including Liens to secure Capital Lease Obligations; (c) any Lien securing the renewal, extension or refunding of any Indebtedness or other Obligation secured by any Lien permitted by subsection (b) of this Section 6.1 without any increase in the amount secured thereby or in the assets subject to such Lien; (d) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by the Borrower or such Subsidiary in the ordinary course of business which secure its obligations to such Person; (e) Liens securing taxes, assessments or governmental charges or levies, exclusive of any such Liens asserted by the FCC; (f) Liens incurred or pledges and deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, or old-age pensions and other social security programs or to secure benefits; (g) Liens securing the performance of tenders, leases, statutory obligations, surety, customs surety and appeal bondsbonds and other obligations of like nature, bids or contracts incurred as an incident to and in the ordinary course of business, and judgment liens; (other than for payment of Debt); or (viih) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and zoning restrictions, easements, covenants and encumbrances that customarily licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto which do not affect in the marketable title aggregate materially detract from the value or use of the property or assets of the Borrower or such Subsidiary or impair, in any material manner, the use of such property for the purposes for which such property is held by the Borrower or such Subsidiary; and (i) valid, perfected and enforceable Liens of record existing immediately prior to real estate or materially impair its use; orthe Petition Date.

Liens, Etc. Create No Borrower shall create, assume, incur, or suffer to exist, or nor permit any of its subsidiaries Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, except that the Borrowers and their respective Subsidiaries may create, incur, assume, or suffer to exist: (a) Liens securing the Obligations; (b) Liens listed on the attached Schedule 6.01; (c) purchase money Liens and Liens in connection with Capital Leases, in each case to secure upon or in any equipment acquired or held by a Borrower or any Subsidiary of a Borrower in the ordinary course of business; provided that, the Debt (as defined below) of any Person, other than: secured by such Liens (i) those described on Schedule 5.02(a) hereto was incurred solely for the purpose of financing the acquisition of such equipment, and renewals and extensions on does not exceed the same or substantially the same terms and conditions and at no increase in the debt or obligation; or aggregate purchase price of such equipment, (ii) liens is secured only by such equipment and not by any other assets of any Borrower or security interests which are subject to an intercreditor any Subsidiary of a Borrower, and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; oris not increased in amount; (ivd) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided that foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (ve) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate proceedings, provided that such reserves as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vif) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of a Borrower or the relevant Subsidiary of a Borrower to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (g) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and, with respect to the Oil and Gas Properties covered by the Mortgages, that are taken into account in computing the net revenue interests and working interests of the Parent or any of its Subsidiaries warranted in the Security Instruments; (h) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers’ compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure the performance public or statutory obligations of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); ora Borrower; (viii) operating agreements, unitization and pooling agreements and orders, production handling agreements, processing agreements, transportation agreements, sales agreements, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the oil, gas and mineral exploration and production business and that are entered into in the ordinary course of business and that are taken into account in computing the net revenue interests and working interests of the Parent or any attachment of its Subsidiaries warranted in the Security Instruments, to the extent that such Liens do not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Parent or judgment lien not constituting an Event any Subsidiary of Default; orthe Parent; (viiij) preferential purchase rights, consents to assignments, rights reserved to or vested in any Governmental Authority or lessor, and rights of set-off and banker’s liens arising from filing UCC financing statements regarding leases in each case that do not prohibited by this Agreement; orsecure Debt; (ixk) customary offset rights easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of brokers title that are customarily accepted in the oil and deposit banks arising under gas financing industry, none of which interfere with the terms ordinary conduct of securities account agreements and deposit agreements; orthe business of the Parent or any Subsidiary of the Parent or materially detract from the value or use of the Property to which they apply; (xl) Liens in the form of cash deposits maintained with any real estate easements Person to secure obligations owing by the Parent or any of its Subsidiaries under any Interest Hedge Agreement or Hydrocarbon Hedge Agreement, which cash deposits under this clause (l) may not exceed $40,000,000 in the aggregate at any time; and (m) other Liens created after the date hereof and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orsecuring Debt permitted under Section 6.02(j).

Liens, Etc. Create or suffer to exist, or permit any Significant Subsidiary of its subsidiaries the Borrower to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assignwithout limitation, any right to receive incomeshares of any class of equity security of any Significant Subsidiary of the Borrower), in each case to secure any Debt (as defined below) or provide for the payment of any PersonIndebtedness, other than: than (i) those described on Schedule 5.02(aliens consisting of (A) hereto and renewals and extensions on the same pledges or substantially the same terms and conditions and at no increase deposits in the debt ordinary course of business to secure obligations under worker’s compensation laws or obligation; or similar legislation, (iiB) liens deposits in the ordinary course of business to secure, or security interests in lieu of, surety, appeal, or customs bonds to which are subject the Borrower or Significant Subsidiary is a party, (C) deposits, in an aggregate amount not to an intercreditor and subordination agreement exceed $250,000,000 at any one time outstanding, made by the Borrower to secure, or in form and substance reasonably acceptable lieu of, surety, appeal, or customs bonds to Lender which any Unregulated Subsidiary is a party, (D) pledges or deposits in Lender’s sole discretion; or (iii) the liens ordinary course of business to secure performance in connection with bids, tenders or security interests of the Security Agreement; or (iv) liens contracts (other than liens relating to environmental liabilities or ERISA) contracts for taxes, assessmentsthe payment of money), or (E) materialmen’s, mechanics’, carriers’, workers’, repairmen’s or other governmental charges that are like Liens incurred in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmenconducted, or other similar statutory deposits to obtain in the release of such Liens; (ii) purchase money liens or common law liens securing obligations that are not yet due and are incurred purchase money security interests upon or in any property acquired or held by the Borrower or Significant Subsidiary in the ordinary course of business business, which secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on property acquired by the Borrower or Significant Subsidiary or on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of the Borrower or Significant Subsidiary or is merged into or consolidated with the Borrower or Significant Subsidiary; provided, in each case, that such Liens were not created to secure the acquisition of such Person; (iv) Liens in existence on the date of this Agreement; (v) Liens created by any First Mortgage Indenture, so long as under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default; (vi) Liens securing Attributable Securitization Obligations on the assets purported to be sold in connection with the applicable Permitted Securitization; (vii) Liens securing Nonrecourse Indebtedness; (viii) Liens on cash or cash equivalents deposited on behalf of or pledged to counterparties with respect to Permitted Obligations of the Borrower or any of its Significant Subsidiaries; (ix) Liens on cash or cash equivalents to defease Indebtedness of the Borrower or any of its Subsidiaries; (x) Liens on cash or cash equivalents constituting proceeds from a disposition of assets otherwise not prohibited under subsection (a) above, which proceeds are deposited in escrow accounts for indemnification, adjustment of purchase price or similar obligations to the purchaser of such assets; (xi) Liens securing obligations in respect of pollution control or industrial revenue bonds or nuclear fuel leases, provided that such Liens extend to only the equipment, project, nuclear fuel or other assets financed with the proceeds of such financing; (xii) Liens arising in connection with leases that shall have been or should be, in accordance with GAAP, recorded as capital leases in respect of which the Borrower or Significant Subsidiary is liable as lessee; provided, that no such Lien shall extend to or cover any assets of the Borrower or Significant Subsidiary other than the assets of the Borrower or Significant Subsidiary subject to such lease and proceeds thereof; and (xiii) Liens created for the sole purpose of refinancing, extending, renewing or replacing in whole or in part Indebtedness secured by any Lien referred to in the foregoing clauses (i) through (xii); provided, however, that the principal amount of Indebtedness (or, if greater, the execution thereof is stayedaggregate lending commitment) secured thereby shall not exceed the principal amount of Indebtedness (or, which are being contested in good faith by appropriate proceedings diligently pursued if greater, the aggregate lending commitment) so secured at the time of such refinancing, extension, renewal or replacement, and for which adequate reserves have been established in accordance with generally accepted accounting principles; or that such refinancing, extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Indebtedness that secured the Lien so extended, renewed or replaced (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debtany improvements on such property); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or.

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationRestatement Effective Date; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with GAAP; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker’s compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course aggregate, shall not exceed $50,000,000 at any one time outstanding; (viii) Liens created by or pursuant to any of business orthe Mortgage Indentures of the Borrower; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, if provided that such Liens, in the execution thereof is stayedaggregate, which are being contested shall not secure obligations in good faith excess of $100,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by appropriate proceedings diligently pursued and for which adequate reserves have been established any Lien referred in accordance with generally accepted accounting principles; or the foregoing clauses (i) through (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases above, provided that the principal amount of indebtedness secured thereby shall not prohibited by this Agreementexceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); or and (ixxi) customary offset Liens on rights or other property purported to be transferred to the issuer of brokers and deposit banks arising Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the terms foregoing clauses (i) through (xi) shall be placed upon any shares of securities account agreements any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and deposit agreements; or (x) any real estate easements the LC Issuing Banks hereunder are simultaneously and easements, covenants and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orLenders.

Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to secure any Debt (as defined below) of any Person, other thanexist: (ia) those described on Liens securing the Obligations; (b) Liens specified in the attached Schedule 5.02(a) hereto and renewals and extensions 6.1 on the same or substantially Property owned by the same terms Borrower and conditions and at no increase in its Subsidiaries which is specified therein securing only the debt or obligation; orobligations disclosed to be secured by such Liens therein; (iic) liens or security interests which are subject to an intercreditor and subordination agreement Liens securing indebtedness permitted under Section 6.2(c), provided that each such Lien encumbers only the property acquired in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orconnection with the creation of any such purchase money indebtedness; (iiid) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies that (i) are not more than 30 days overdue oryet due or (ii) provided foreclosure, if the execution thereof is stayeddistraint, which sale, or other similar proceedings shall not have been initiated, are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade; (ve) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vif) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith deposits by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (g) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or the relevant Subsidiary or materially detract from the value or use of the Property to which they apply; (h) Liens of record under terms and provisions of the leases, unit agreements, assignments, and other transfer of title documents in the chain of title under which the Borrower or the relevant Subsidiary acquired the Property, which have been disclosed to the Agent; (i) Liens to secure payments of workmen’s compensation unemployment insurance, or other social security programs or plugging and abandonment obligations; (j) Liens to secure the performance of tendersbids, leasestrade contracts and leases (other than Debt), statutory obligations, surety, customs surety and appeal bonds, bids performance bonds and other obligations of a like nature incurred in the ordinary course of business, in an aggregate amount not to exceed $10,000,000; (k) pledges or contracts (deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; and (l) Liens securing judgments for the payment of Debt); or (vii) any attachment or judgment lien money not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising Default under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orSection 7.1(f).

Liens, Etc. Create The Borrower will not create or suffer to exist, or permit any of its subsidiaries Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangementLien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt (as defined below) of any Person, other thanunless the Borrower's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the foregoing restriction shall not apply to the following Liens which are permitted: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same set-off rights, arising by operation of law or substantially the same terms and conditions and at no increase under any contract entered into in the debt or obligation; orordinary course of business, and bankers' Liens, Liens of carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law; (ii) liens Liens in favor of the United States of America to secure amounts paid to the Borrower or security interests any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are subject deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orthe performance of such government contracts; (iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, execution or other governmental charges that are not more than 30 days overdue or, if enforcement of such Liens is effectively stayed and the execution thereof is stayed, which claims secured thereby are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves have been established; orprovided that any such judgment does not constitute an Event of Default; (iv) Liens on accounts receivable resulting from the sale of such accounts receivable; (v) liens Liens on assets of warehousemen, carriers, landlords, mechanics, materialmen, any Subsidiary of the Borrower existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary); (vi) purchase money Liens upon or other similar statutory in any property acquired or common law liens securing obligations that are not yet due and are incurred held by the Borrower or any Subsidiary in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments the purchase price of workmen’s compensation unemployment insurance, or other social security programs such property or to secure Debt incurred solely for the performance purpose of tenders, leases, statutory obligations, surety, customs financing the acquisition of such property (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and appeal bonds, bids or contracts transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than for payment any such Lien created in contemplation of Debtsuch acquisition); orand the interest of the lessor thereof in any property that is subject to a Capital Lease; (vii) Liens, other than Liens described in clauses (i) through (vi) and in clause (ix), to secure Debt not in excess of an aggregate of $75,000,000 principal amount at any attachment or judgment lien not constituting an Event of Default; ortime outstanding; (viii) liens arising Liens resulting from filing UCC financing statements regarding leases any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of any such Debt shall not prohibited by this Agreementincrease as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; orand (ix) customary offset rights Liens on any of brokers and deposit banks arising under the terms properties described in Schedule II hereto to secure Debt, provided that the amount of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do such Debt does not affect exceed 100% of the marketable title to real estate or materially impair its use; orfair market value of the property encumbered by such Lien at the time such Debt is incurred.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Liens upon or with respect to any of its properties, whether properties now owned or hereafter acquired, or assign, assign or permit any of its subsidiaries to assign, otherwise convey any right to receive incomeincome (other than an assignment for purposes of collection), in each case except that the foregoing restrictions shall not apply to secure any Debt (as defined below) of any Person, other thanthe following Liens: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISAa) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, or levies on property of any Borrower if the execution thereof is stayedsame shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings; (b) imposed by law, such as carriers', warehousemen's and mechanics liens and other similar liens arising in the ordinary course of business; (c) arising out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (d) consisting of purchase money Liens on equipment acquired or held by any Borrower incurred in the ordinary course of business to secure the purchase price of such equipment or in connection with the Indebtedness incurred solely for the purpose of financing the acquisition of such equipment; provided that (i) no such Lien shall extend to or cover any other property and (ii) the principal amount of the Indebtedness secured by any such Lien shall not exceed the lesser of fair market value or the cost of the property so held or acquired; (e) Liens securing Indebtedness permitted by Section 6.2(f) below; (f) Liens arising out of judgments or decrees which do not constitute an Event of Default under Section 7(h) and are being contested in good faith by appropriate proceedings diligently pursued conducted and for which adequate reserves have been established; orset aside in accordance with GAAP, provided that, in any case, enforcement thereof is stayed pending such contest; (vg) liens deposits to secure the performance of warehousemenbids, carrierstrade contracts, landlordsleases, mechanicsstatutory obligations, materialmensurety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (h) easements, zoning restrictions, rights‑of‑way and similar encumbrances on real property imposed by law or other similar statutory or common law liens securing obligations that are not yet due and are incurred arising in the ordinary course of business orincluding, if in each case, those in effect prior to the execution thereof is stayedEffective Date, which are being contested in good faith by appropriate proceedings diligently pursued that do not secure any monetary obligations and for which adequate reserves have been established in accordance do not materially detract from the value of the affected property or interfere with generally accepted accounting principles; orthe ordinary conduct of business of any Borrower; (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (viii) any attachment Lien existing on any property or judgment lien asset prior to the acquisition thereof by any Borrower, provided that (i) such Lien is not constituting an Event created in contemplation of Default; or or in connection with such acquisition, (viiiii) liens arising from filing UCC financing statements regarding leases such Lien shall not prohibited by this Agreement; or apply to any other property or assets of any Borrower and (ixiii) customary offset rights such Lien shall secure only those obligations that it secures on the date of brokers such acquisition and deposit banks arising under the terms of securities account agreements any extensions, renewals and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances replacements thereof that customarily do not affect increase the marketable title to real estate or materially impair its use; oroutstanding principal amount thereof;

Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist: (a) Liens securing the Obligations; (b) the Liens under the Project Company Mortgage; (c) Liens listed on the attached Schedule 6.01; (d) purchase money Liens and Liens in connection with Capital Leases, in each case to secure upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business; provided that, the Debt (as defined below) of any Person, other than: secured by such Liens (i) those described on Schedule 5.02(a) hereto was incurred solely for the purpose of financing the acquisition of such equipment, and renewals and extensions on does not exceed the same or substantially the same terms and conditions and at no increase in the debt or obligation; or aggregate purchase price of such equipment, (ii) liens or security interests which are subject to an intercreditor is secured only by such equipment and subordination agreement in form not by any other assets of the Borrower and substance reasonably acceptable to Lender in Lender’s sole discretion; or its Subsidiaries, and (iii) the liens or security interests of the Security Agreement; oris not increased in amount; (ive) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided that foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (vf) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate proceedings, provided that such reserves as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vig) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (h) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and, with respect to the Oil and Gas Properties covered by the Mortgages, that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments; (i) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers' compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure public or statutory obligations of the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orBorrower; (viij) operating agreements, unitization and pooling agreements and orders, production handling agreements, processing agreements, transportation agreements, sales agreements, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the oil, gas and mineral exploration and production business and that are entered into in the ordinary course of business and that are taken into account in computing the net revenue interests and working interests of the Borrower or any attachment of its Subsidiaries warranted in the Security Instruments, to the extent that such Liens do not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or judgment lien not constituting an Event of Default; orany Subsidiary; (viiik) preferential purchase rights, consents to assignments, rights reserved to or vested in any Governmental Authority or lessor, and rights of set-off and banker's liens arising from filing UCC financing statements regarding leases in each case that do not prohibited by this Agreement; orsecure Debt; (ixl) customary offset rights easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of brokers title that are customarily accepted in the oil and deposit banks arising under gas financing industry, none of which interfere with the terms ordinary conduct of securities account agreements and deposit agreements; orthe business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply; (xm) Liens in the form of cash deposits maintained with any real estate easements and easementsPerson to secure obligations owing by the Borrower or any of its Subsidiaries under any Interest Hedge Agreement or Hydrocarbon Hedge Agreement, covenants and encumbrances that customarily do which cash deposits under this clause (m) may not affect exceed $10,000,000 in the marketable title to real estate or materially impair its useaggregate at any time; orand (n) other Liens securing Debt permitted under Section 6.02 not exceeding $2,000,000 in the aggregate at any time.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any properties (including, without limitation, any shares of its properties, whether now owned or hereafter acquired, or assign, or permit any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those Liens in existence on the Restatement Effective Date and, in the case of Liens securing obligations in excess of $25,000,000, described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation); or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with GAAP; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker’s compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens Liens in respect of warehousemenDebt of Subsidiaries that is not Recourse Debt; (viii) attachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course aggregate, shall not exceed $50,000,000 at any one time outstanding; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, provided that such Liens, in the aggregate, shall not secure obligations in excess of business or$100,000,000 at any one time; (x) Liens created for the sole purpose of extending, if renewing or replacing in whole or in part Debt secured by any Lien referred in the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or foregoing clauses (vii) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or through (vii) above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any attachment improvements on such property); (xi) Liens on rights or judgment lien not constituting an Event other property purported to be transferred to the issuer of DefaultEligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising provided, further, that no Lien permitted under the terms foregoing clauses (i) through (xi) shall be placed upon any shares of securities account agreements any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and deposit agreementsthe LC Issuing Banks hereunder are simultaneously and ratably secured by such Lien pursuant to documentation satisfactory to the Lenders; or or (xxii) Liens securing up to $1.6 billion in principal amount of the Initial Notes (as defined in the AES Indenture as in effect on the date hereof) upon and following the occurrence of any real estate easements and easements, covenants and encumbrances that customarily do not affect Reversion Date (as defined in the marketable title to real estate or materially impair its use; orAES Indenture as in effect on the date hereof).

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, exist any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case to secure any Debt (as defined below) debt of any Person, other than:than the permitted liens listed below (the “Permitted Liens”): (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of Lender in the Security Agreement, Mortgage or otherwise; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 thirty (30) days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s workers’ compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debtdebt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or (xi) liens for purchase money security interest in equipment and vehicles or any other property acquired or held in the ordinary course of business not to exceed an aggregate amount of $500,000.00 per year or $200,000.00 for a single purchase.

Liens, Etc. Create or suffer to existCreate, or permit any of its subsidiaries to create incur, assume or suffer to exist, any lien, security interest or other charge or encumbrance, or Lien of any other type of preferential arrangement, kind upon or with respect to any of its propertiesproperty or assets, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other thanexcept: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens securing Indebtedness under Credit Facilities that were permitted by the same or substantially the same terms and conditions and at no increase in the debt or obligation; orof this Agreement to be incurred; (ii) liens Liens to secure the performance of statutory obligations, surety or security interests which are subject appeal bonds, performance bonds, deposits to an intercreditor and subordination agreement secure the performance of bids, trade contacts, government contracts, leases or licenses or other obligations of like nature incurred in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orthe ordinary course of business (including without limitation, landlord Liens on eased properties); (iii) Liens existing on the liens or security interests of the Security Agreement; ordate hereof and listed in Schedule 4.01(b)(II); (iv) liens Liens to secure the Obligations under the Loan Documents; (other than liens relating to environmental liabilities or ERISAv) Liens for taxes, assessments, assessments or other governmental charges or claims that are not more than 30 days overdue or, if the execution thereof is stayed, which yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently pursued and for which adequate reserves concluded, provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been established; ormade therefore; (vvi) Liens imposed by law, such as carriers’, warehousemen’s and mechanic’s liens of warehousemen, carriers, landlords, mechanics, materialmen, or and other similar statutory or common law liens securing obligations that are not yet due and are incurred arising in the ordinary course of business or, if the execution thereof is stayed, which secure payment of obligations that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently pursued conducted and for which adequate reserves an appropriate reserve or provision shall have been established made in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orGAAP; (vii) easements, rights of way, and other restrictions on use of property or minor imperfections of title that in the aggregate are not material in amount and do not in any case materially detract from the property subject thereto or interfere with the ordinary conduct of the business of the Borrower; (viii) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or Liens to secure reimbursement obligations with respect to letters of credit issued in the ordinary course of business; (ix) Liens on the assets of the Borrower to secure Hedging Obligations with respect to Indebtedness permitted by this Agreement to be incurred; and (x) attachment or judgment lien Liens not constituting giving rise to a Default or an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or.

Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as "Permitted Liens"): (a) Liens securing the Obligations; (b) Liens securing the Senior Debt to the extent permitted under the Intercreditor Agreement; (c) purchase money Liens or purchase money security interests upon or in each case any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to secure any or at the time of the Borrower's or such Subsidiary's acquisition of such equipment; provided that the Debt (as defined below) of any Person, other than: secured by such Liens (i) those described on Schedule 5.02(a) hereto was incurred solely for the purpose of financing the acquisition of such equipment, and renewals and extensions on does not exceed the same or substantially the same terms and conditions and at no increase in the debt or obligation; or aggregate purchase price of such equipment, (ii) liens or security interests which are subject to an intercreditor is secured only by such equipment and subordination agreement in form not by any other assets of the Borrower and substance reasonably acceptable to Lender in Lender’s sole discretion; or its Subsidiaries, and (iii) the liens or security interests of the Security Agreement; oris not increased in amount; (ivd) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (ve) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided that such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vif) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (g) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments; (h) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers' compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower; (i) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; (j) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply; (k) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any such Lien shall secure only the obligations of such Loan Party arising under the applicable operating lease or Capital Lease, and (ii) the Debt under such Capital Leases is permitted under Section 6.02 below; (l) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money; (m) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any of the Company Group on deposit with or in possession of such bank; (n) Liens on cash and Liquid Investments securing the performance obligations of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts Borrower under any Hedge Contract (other than for payment of Debtsubject to the limitations set forth in Section 6.14); or; (viio) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, and (ii) the obligations secured by such Liens do not exceed $500,000 in the aggregate; (p) Subject to paragraphs (d) and (e) of this Section 6.01, non-consensual statutory Liens on pipeline or pipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money; (q) Liens described in Schedule 4.05; and (r) Liens resulting from any attachment judgment or judgment lien award that is not constituting an a Default or Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any of its subsidiaries Domestic Subsidiary to create incur, issue, assume or suffer to existguaranty, at any time, any lien, security interest Borrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or other charge or encumbranceany Domestic Subsidiary, or any shares of stock or Borrowed Debt of any Domestic Subsidiary (other type of preferential arrangementthan Margin Stock), upon or with respect to any of its propertieswithout effectively providing that the Advances outstanding at such time (together with, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assignif the Borrower shall so determine, any right other Borrowed Debt of the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to receive incomethe Advances) shall be secured equally and ratably with (or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets as determined at the time of the incurrence of such Lien; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in each case to secure any computation under this Section 5.02(a), Borrowed Debt (as defined below) of any Person, other thansecured by: (i) those described Liens on Schedule 5.02(a) hereto and renewals and extensions property of, or on any shares of stock or Borrowed Debt of, any Person existing at the same or substantially the same terms and conditions and at no increase in the debt or obligation; ortime such Person becomes a Domestic Subsidiary; (ii) liens Liens in favor of the Borrower or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orany Domestic Subsidiary; (iii) the liens or security interests Liens on property of the Security Agreement; orBorrower or any Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) liens (other than liens relating to environmental liabilities Liens for Taxes not yet delinquent or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith and by appropriate proceedings diligently pursued and for which conducted, if adequate reserves have been established; orwith respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (v) liens Liens on property (including that of warehousemenAllergan and its Subsidiaries), carriersshares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, landlords, mechanics, materialmenat the time of, or within 180 days after, the acquisition of such property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase price or construction or improvement cost thereof; (vi) Liens existing on the Effective Date; (vii) Liens incurred in connection with pollution control, industrial revenue or similar financing; (viii) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar statutory or common law liens securing obligations that are not yet due and are encumbrances incurred in the ordinary course of business orand title defects or irregularities that are of a minor nature and that, if in the execution thereof is stayedaggregate, which are being contested do not interfere in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance any material respect with generally accepted accounting principlesthe ordinary conduct of the business of the Borrower or any Domestic Subsidiary; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; orand (ix) customary offset rights any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of brokers any Borrowed Debt secured by any Lien referred to in subclauses (i) through (vii) of this Section 5.02(a); provided, that (i) such extension renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and deposit banks arising under (ii) the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do Borrowed Debt secured by such Lien at such time is not affect the marketable title to real estate or materially impair its use; orincreased.

Liens, Etc. Create Such Borrower shall not create, incur, assume or suffer to exist, directly or permit any of its subsidiaries to create or suffer to existindirectly, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties or the Collateral, whether now owned or hereafter acquired, or assignupon any proceeds, products, issues, income or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt profits therefrom except for the following (as defined below) of any Person, other than:"PERMITTED LIENS"): (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens granted pursuant to the same or substantially the same terms and conditions and at no increase in the debt or obligation; orLoan Documents; (ii) liens or security interests which are Liens securing any Purchase Debt to the extent that the Liens cover only the subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orassets purchased with such Purchase Debt; (iii) Liens for taxes, assessments or governmental charges or levies on such Borrower's property if the liens same shall not at the time be delinquent or security interests of the Security Agreement; orthereafter can be paid without penalty, or are being diligently contested in good faith and by appropriate proceedings and for which such Borrower shall have set aside reserves on its books as required by GAAP; (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxesLiens imposed by law, assessmentssuch as landlord's, or other governmental charges that are not more than 30 days overdue orcarrier's, if the execution thereof is stayedwarehousemen's and mechanic's liens, which are liens shall be waived in writing to the extent waivable, and with respect to obligations not yet due or being contested in good faith by appropriate proceedings diligently pursued and in either case for which such Borrower shall have set aside adequate reserves have been established; oron its books as required by GAAP; (v) liens Liens arising out of warehousemenpledges or deposits under workmen's compensation laws, carriersunemployment insurance, landlords, mechanics, materialmenold age pensions, or other similar statutory social security benefits other than any Lien imposed by ERISA; (vi) Liens incurred or common law liens securing obligations that are not yet due and are incurred deposits made in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or surety bonds provided that such Liens shall extend only to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal cash collateral for such surety bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising Liens on cash securing the reimbursement obligations under the terms Excluded Letters of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orCredit.

Liens, Etc. Create The GMH Companies will not, and will not permit any Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit to exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any property or asset (including any document or instrument in respect of its propertiesgoods or accounts receivable) of any of the GMH Companies or any Subsidiary, whether now owned or held or hereafter acquired, or assignany income or profits therefrom, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other thanexcept: (ia) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, assessments or other governmental charges that are the payment of which is not more than 30 days overdue or, if at the execution thereof is stayed, which are being contested in good faith time required by appropriate proceedings diligently pursued and for which adequate reserves have been established; orsection 10.10; (vb) liens statutory Liens of landlords and Liens of carriers, warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due mechanics and are materialmen incurred in the ordinary course of business or, if for sums not yet due or the execution thereof payment of which is stayed, which are being contested in good faith not at the time required by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; orsection 10.10; (vic) liens resulting from good faith Liens (other than any Lien imposed by ERISA or the Code in connection with a Plan) incurred or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security, or (ii) to secure payments of workmen’s compensation unemployment insurance, or other social security programs (or to secure obtain letters of credit that secure) the performance of tenders, leases, statutory obligations, surety, customs surety and appeal bonds, bids bids, leases, performance bonds, purchase, construction or sales contracts (and other than for similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of Debt); orthe deferred purchase price of property; (viid) any attachment or judgment lien Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not constituting an Event have been discharged within 60 days after the expiration of Default; orany such stay; (viiie) liens arising from filing UCC financing statements regarding leases or subleases granted to others, easements, rights-of- way, restrictions and other similar' charges or encumbrances, in each case incidental to, and not prohibited by this Agreement; orinterfering with, the ordinary conduct of the business of the Company or any Subsidiary; (ixf) customary offset rights Liens existing on the date of brokers this Agreement and deposit banks arising under described in Schedule C-1; (g) Liens incurred to secure the Debt of the Company outstanding in compliance with sections 10.1(b) and (f); (h) any Lien created to secure all or any part of the purchase price, or to secure Debt incurred or assumed to pay all or any part of the purchase price, of property acquired by the Company after the Closing Date, provided that (i) any such Lien shall be confined solely to the item or items of property so acquired and, if required by the terms of securities account agreements the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property or which is real property being improved by such acquired property, (ii) the principal amount of the Debt secured by any such Lien shall at no time exceed an amount equal to 80% (but 100% in the case of property the acquisition of which is financed through a Capital Lease Obligation) of the lesser of (A) the cost to the Company of the property so acquired and deposit agreements(B) the fair market value of such property (as determined in good faith by the Board) at the time of such acquisition, (iii) any such Lien shall be created within three months after, in the case of property, its acquisition, or, in the case of improvements, their completion; orand (iv) the aggregate principal amount of all Debt secured by Liens outstanding under this subdivision (h) shall at no time exceed $75,000; and (xi) Liens incurred to secure the Ware County Obligation. For the purposes of this section 10.2, any real estate easements Person becoming a Subsidiary after the date of this Agreement shall be deemed to have incurred all of its then outstanding Liens at the time it becomes a Subsidiary, and easementsany Person extending, covenants and encumbrances that customarily do not affect renewing or refunding any Debt secured by any Lien shall be deemed to have incurred such Lien at the marketable title to real estate time of such extension, renewal or materially impair its use; orrefunding.

Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to exist (all of which shall be referred to as “Permitted Liens”): (a) Liens securing the Obligations; (b) purchase money Liens or purchase money security interests upon or in each case any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to secure any or at the time of the Borrower’s or such Subsidiary’s acquisition of such equipment; provided, that, the Debt (as defined below) of any Person, other than: secured by such Liens (i) those described on Schedule 5.02(a) hereto was incurred solely for the purpose of financing the acquisition of such equipment, and renewals and extensions on does not exceed the same or substantially the same terms and conditions and at no increase in the debt or obligation; or aggregate purchase price of such equipment, (ii) liens or security interests which are subject to an intercreditor is secured only by such equipment and subordination agreement in form not by any other assets of the Borrower and substance reasonably acceptable to Lender in Lender’s sole discretion; or its Subsidiaries, and (iii) the liens or security interests of the Security Agreement; oris not increased in amount; (ivc) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (vd) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, suppliers, laborers, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided, that, such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vie) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; HOUSTON\2059604 -63- (f) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments; (g) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers’ compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure public or statutory obligations of the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orBorrower; (viih) Liens arising under operating agreements, unitization and pooling agreements and orders, Farmout agreements, gas balancing agreements and other similar agreements, in each case that are customary in the Oil and Gas Business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; (i) easements, rights-of-way, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply; (j) Liens in favor of landlords or lessors under operating leases or Capital Leases of a Loan Party; provided that (i) any attachment or judgment lien not constituting an Event such Lien shall secure only the obligations of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks such Loan Party arising under the terms of securities account agreements applicable operating lease or Capital Lease, and deposit agreements; or(ii) the Debt under such Capital Leases is permitted under Section 6.02 below; (xk) Liens on cash or securities pledged to secure performance of bids, tenders, performance bonds, surety and appeals bonds, or regulatory compliance or other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money; (l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any real estate easements of the Company Group on deposit with or in possession of such bank; (m) Liens on cash and easementsLiquid Investments securing the performance obligations of Borrower under any Hedge Contract (subject to the limitations set forth in Section 6.14); (n) Liens in favor of Persons financing unpaid insurance premiums so long as (i) such Liens are limited to insurance policies with respect to which such premiums are financed, covenants and encumbrances that customarily (ii) the obligations secured by such Liens do not affect exceed $500,000 in the marketable title aggregate; HOUSTON\2059604 -64- (o) Subject to real estate paragraphs (c) and (d) of this Section 6.01, non-consensual statutory Liens on pipeline or materially impair its usepipeline facilities, Hydrocarbons or Properties of the Company Group which arise out of operation of law and are not in connection with the borrowing of money; (p) Liens described in Schedule 4.05; orand (q) Liens not otherwise permitted under this Agreement incurred in the ordinary course of business securing Debt in an aggregate principal amount at any time outstanding not to exceed $250,000.

Liens, Etc. Create The Borrower will not create or suffer to exist, or permit any of its subsidiaries Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangementLien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt (as defined below) of any Person, other thanunless the Borrower’s obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; providedhowever that the foregoing restriction shall not apply to the following Liens which are permitted: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same set-off rights, arising by operation of law or substantially the same terms and conditions and at no increase under any contract entered into in the debt or obligation; orordinary course of business, and bankers’ Liens, Liens of carriers, warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed by law; (ii) liens Liens in favor of the United States to secure amounts paid to the Borrower or security interests any of its Subsidiaries as advance or progress payments under government contracts entered into by it so long as such Liens cover only (x) special bank accounts into which only such advance or progress payments are subject deposited and (y) supplies covered by such government contracts and material and other property acquired for or allocated to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orthe performance of such government contracts; (iii) attachment, judgment and other similar Liens arising in connection with legal proceedings, provided that the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, execution or other governmental charges that are not more than 30 days overdue or, if enforcement of such Liens is effectively stayed and the execution thereof is stayed, which claims secured thereby are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves have been established; orprovided that any such judgment does not constitute an Event of Default; (iv) Liens on accounts receivable resulting from the sale of such accounts receivable; (v) liens Liens on assets of warehousemen, carriers, landlords, mechanics, materialmen, any Subsidiary of the Borrower existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary); (vi) purchase money Liens upon or other similar statutory in any property acquired or common law liens securing obligations that are not yet due and are incurred held by the Borrower or any Subsidiary in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments the purchase price of workmen’s compensation unemployment insurance, or other social security programs such property or to secure Debt incurred solely for the performance purpose of tenders, leases, statutory obligations, surety, customs financing the acquisition of such property (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and appeal bonds, bids or contracts transaction costs relating to such acquisition) and Liens existing on such property at the time of its acquisition (other than for payment any such Lien created in contemplation of Debtsuch acquisition); orand the interest of the lessor thereof in any property that is subject to a Capital Lease; (vii) Liens, other than Liens described in clauses (i) through (vi) and in clause (ix), to secure Debt not in excess of an aggregate of $100,000,000 principal amount at any attachment or judgment lien not constituting an Event of Default; ortime outstanding; (viii) liens arising Liens resulting from filing UCC financing statements regarding leases any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal amount of any such Debt shall not prohibited by this Agreementincrease as a result of any such extension, renewal or replacement and (y) Liens resulting from any such extension, renewal or replacement shall cover only such property which secured the Debt that is being extended, renewed or replaced; orand (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) Liens on any real estate easements and easementsproperty owned by the Borrower or any of its Subsidiaries on the Closing Date to secure Debt financing the acquisition of or construction of improvements on such real property, covenants and encumbrances provided that customarily do the amount of such Debt does not affect exceed 100% of the marketable title to fair market value of the real estate or materially impair its use; orproperty encumbered by such Lien at the time such Debt is incurred.

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationdate of this Agreement; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with generally accepted accounting principles; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker's compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen's, mechanics', carriers', workers' and repairmen's Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course aggregate, shall not exceed $25,000,000 at any one time outstanding, (viii) other Liens not otherwise referred to in the foregoing clauses (i) through (vii) above, provided that such Liens, in the aggregate, shall not exceed $50,000,000 at any one time; (ix) Liens created for the sole purpose of business orextending, if renewing or replacing in whole or in part Debt secured by any Lien referred in the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or foregoing clauses (i) through (vi) liens resulting from good faith deposits above, provided that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to secure payments all or a part of workmen’s compensation unemployment insurancethe property or Debt that secured the Lien so extended, renewed or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs replaced (and appeal bonds, bids or contracts (other than for payment of Debt); or (viiany improvements on such property) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) Liens on rights or other property purported to be transferred to the issuer of Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the foregoing clauses (i) through (x) shall be placed upon any real estate easements shares of any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders hereunder are simultaneously and easements, covenants and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orLenders.

Liens, Etc. Create or suffer to exist, or permit any Significant Subsidiary that is a Subsidiary of its subsidiaries such Borrower to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assignwithout limitation, any right to receive incomeshares of any class of equity security of any Significant Subsidiary that is a Subsidiary of such Borrower), in each case to secure any Debt (as defined below) or provide for the payment of any PersonIndebtedness, other than: than (i) those described on Schedule 5.02(aliens consisting of (A) hereto and renewals and extensions on the same pledges or substantially the same terms and conditions and at no increase deposits in the debt ordinary course of business to secure obligations under worker’s compensation laws or obligation; or similar legislation, (iiB) liens deposits in the ordinary course of business to secure, or security interests in lieu of, surety, appeal, or customs bonds to which are subject such Borrower or Significant Subsidiary is a party, (C) pledges or deposits in the ordinary course of business to an intercreditor and subordination agreement secure performance in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens connection with bids, tenders or security interests of the Security Agreement; or (iv) liens contracts (other than liens relating to environmental liabilities or ERISA) contracts for taxes, assessmentsthe payment of money), or (D) materialmen’s, mechanics’, carriers’, workers’, repairmen’s or other governmental charges that are like Liens incurred in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmenconducted, or other similar statutory deposits to obtain in the release of such Liens; (ii) purchase money liens or common law liens securing obligations that are not yet due and are incurred purchase money security interests upon or in any property acquired or held by such Borrower or Significant Subsidiary in the ordinary course of business or, if the execution thereof is stayedbusiness, which are being contested secure the purchase price of such property or secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iii) Liens existing on the property of any Person at the time that such Person becomes a direct or indirect Significant Subsidiary of such Borrower or Significant Subsidiary; provided that such Liens were not created to secure the acquisition of such Person; (iv) Liens in good faith existence on the date of this Agreement; (v) Liens created by appropriate proceedings diligently pursued any First Mortgage Indenture, so long as (A) under the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will be triggered by reference to an Event of Default or Unmatured Default and for which adequate reserves have been established (B) no such Liens shall apply to assets acquired from such Borrower or any Significant Subsidiary if such assets were free of Liens (other than as a result of a release of such Liens in accordance with generally accepted accounting principlescontemplation of such acquisition) immediately prior to any such acquisition; or (vi) liens resulting from good faith deposits Liens on assets of ATSI to secure payments Indebtedness of workmen’s compensation unemployment insuranceATSI, or other social security programs or provided, however, that the aggregate principal amount of Indebtedness secured by such Liens shall not at any time exceed 60% of the depreciated book value of the property subject to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt)such Liens; or (vii) any attachment or judgment lien not constituting an Event of DefaultLiens securing Stranded Cost Securitization Bonds; or (viii) liens arising from filing UCC financing statements regarding leases Liens on cash (in an aggregate amount not prohibited by this Agreementto exceed $270,000,000) pledged to secure reimbursement obligations for letters of credit issued for the account of OE; or (ix) customary offset rights Liens on assets transferred in the Generation Transfers in favor of brokers the transferor thereof; and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Indebtedness secured by any real estate easements Lien referred to in the foregoing clauses (i) through (ix); provided, however, that the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement, and easementsthat such extension, covenants renewal or replacement, as the case may be, shall be limited to all or a part of the property or Indebtedness that secured the Lien so extended, renewed or replaced (and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orany improvements on such property).

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to No Group Member shall create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiestheir respective properties or assets, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive incomeincome or profits, except for the following: (a) Liens created pursuant to the Loan Documents; (b) Liens existing on the date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (c) Customary Permitted Liens on the assets of Group Members; (d) purchase money or mortgage Liens granted by the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time, on or after the date hereof, of the Borrower’s or such Subsidiary’s acquisition thereof) securing Indebtedness permitted under Section 8.1(d) or Section 8.1(k) (Indebtedness) and limited in each case to secure the property purchased with the proceeds of such purchase money or mortgage Indebtedness or subject to such Capital Lease or assumed in connection with the Acquisition; (e) any Debt Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (as defined belowb) or (d) above or this clause (e) without any change in the assets subject to such Lien; (f) Liens in favor of lessors securing operating leases (to the extent such operating leases are permitted hereunder) or, to the extent such transactions create a Lien hereunder, sale and leaseback transactions; (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities (other than Indebtedness) of any PersonLoan Party; provided, other than:however, that the Dollar Equivalent of the aggregate outstanding amount of all such obligations and liabilities shall not exceed $25,000,000 at any time; (h) any Lien in respect of Indebtedness permitted under Section 8.1(k) (Indebtedness), limited in each case to the property of the Person or the assets acquired with the proceeds of such Indebtedness; (i) those described on Schedule 5.02(aLiens arising in connection with the sale or disposition of Accounts permitted under Section 8.4(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or(Sale of Assets); (iij) liens or security interests which Liens securing Indebtedness incurred pursuant to Section 8.1(o) (Indebtedness), limited in each case to property other than Collateral; (k) any Lien on hospital facilities securing obligations not constituting Indebtedness provided, however, that the aggregate appraised value of all hospital facilities that are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orLiens permitted by this clause (k) shall not at any time exceed $75,000,000; (iiil) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxesLiens on inventory not constituting Collateral, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are trade payables incurred in the ordinary course of business orbusiness; provided, if however, that the execution thereof aggregate book value of all such inventory that is stayed, which are being contested in good faith subject to Liens permitted by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principlesthis clause (l) shall not at any time exceed $30,000,000; orAMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (vim) liens resulting from good faith deposits Liens securing Indebtedness incurred pursuant to secure payments of workmen’s compensation unemployment insuranceSection 8.1(q) (Indebtedness), or other social security programs or limited in each case to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (property other than for payment of Debt)Collateral; orand (viin) Liens in favor of the Borrower or any attachment or judgment lien not constituting an Event of Default; or Guarantor securing Indebtedness permitted by Section 8.1(f) (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easementsIndebtedness), covenants and encumbrances that customarily do not affect the marketable title limited in each case to real estate or materially impair its use; orproperty other than Collateral.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other thanthan “Permitted Liens”: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Lender in the Security Agreement, Mortgage or otherwise; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) after the Conversion Date, liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or (xi) liens for purchase money security interest in equipment and vehicles or any other property acquired or held in the ordinary course of business not to exceed an aggregate amount of $100,000.00.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other than:than the following liens (“Permitted Liens”): (ia) those described on Schedule 5.02(a10.1(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or; (iib) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s 's sole discretion; or; (iiic) the liens or security interests of the Security Agreement; orDocuments; (ivd) mechanics' and materialmen's liens for immaterial sums which are either (x) not yet due and payable or (y) being contested in good faith by appropriate proceedings which serve to stay the foreclosure of such liens and as to which appropriate reserves have been established; (e) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or; (vf) liens of warehousemen, carriers, landlords, mechanics, materialmenfeeders, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; orGAAP; (vig) liens resulting from good faith deposits to secure payments of workmen’s 's compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or; (viih) any attachment or judgment lien not constituting an Event of a Matured Default; or; (viiii) liens arising from filing UCC financing statements regarding leases (including Capital Leases) not prohibited by this Agreement; or; (ixj) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; orand (xk) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its useuse or are disclosed in the commitment for the Title Policy and not objected to by Lender; or

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, incur, assume, or suffer to exist, any lien, security interest interest, or other charge or encumbranceencumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential arrangement, interest upon or with respect to any of its propertiesproperties of any character (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit accounts) (any of its subsidiaries the foregoing being referred to assignherein as a “Lien”), any right to receive incomeexcluding, in each case to secure any Debt (as defined below) however, from the operation of any Person, other thanthe foregoing restrictions the Liens created under the Loan Documents and the following: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens for taxes, assessments or governmental charges or levies to the same or substantially the same terms and conditions and at no increase in the debt or obligation; orextent not past due; (ii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens or security interests and other similar Liens arising in the ordinary course of business securing obligations which are subject to an intercreditor not overdue and subordination agreement which have been in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens or security interests of the Security Agreement; or (iv) liens (other existence less than liens relating to environmental liabilities or ERISA) for taxes, assessmentsninety days, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; orGAAP (if so required); (iii) pledges or deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (iv) (A) purchase money Liens upon or in property now owned or hereafter acquired by the Borrower or any of its Subsidiaries in the ordinary course of business (consistent with present practices, it being understood that for purposes of this clause, the purchase, construction or maintenance of generating facilities by the Utilities shall be deemed to be in the ordinary course of business and consistent with present practices) to secure (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; (v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary; (vi) liens resulting from attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith deposits to secure payments of workmen’s compensation unemployment insurance, by appropriate proceedings or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orwhich is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies; (vii) Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any attachment similar or judgment lien successor legislation, provided that such obligations do not constituting an Event of Default; orexceed $5,000,000 in the aggregate at any one time outstanding; (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; orLiens created pursuant to the Mortgage Bond Indentures; (ix) customary offset rights Liens on the ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of brokers and deposit banks arising under Debt of any Foreign Subsidiary; provided that in the terms event any such Debt is not denominated in Dollars, the calculation of securities account agreements and deposit agreements; orthe Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing such Debt; (x) Liens in favor of Xxxxx Fargo, as agent under the Utility Facilities to secure the obligations of the respective Utilities under such agreements; (xi) Liens incurred in connection with the sales of assets permitted in Section 5.2(d)(ix); (xii) Liens incurred by the Borrower or any real estate easements of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed (x) in the case of the Borrower and all its Subsidiaries other than the Utilities and their respective Subsidiaries, $100,000,000 outstanding at any one time, and (y) in the case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time; (xiii) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel; (xiv) Liens constituting easements, covenants restrictions and other similar encumbrances that customarily arising in the ordinary course of business, which in the aggregate do not materially adversely affect the marketable title Borrower’s use of its properties; (xv) Liens set forth in Schedule III hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the same property theretofore subject thereto; and (xvi) other Liens securing obligations of the Borrower and its Subsidiaries not to real estate or materially impair exceed more than five percent (5%) of the consolidated assets (valued at book value) of the Borrower and its use; orSubsidiaries at any time.

Liens, Etc. Create No Credit Party shall create, assume, incur, or suffer to exist, exist any Lien on or permit in respect of any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, except that each Credit Party may create, incur, assume, or suffer to exist any of the following, in each case case, solely to the extent that such Liens are not granted for the direct or indirect benefit of any Unrestricted Subsidiary (other than (x) any Liens permitted under Section 4.29(m) to secure Permitted Subordinated Debt, solely to the extent that the proceeds of such Indebtedness constitute Non-Recourse Investment Assets and are used to make Investments in Unrestricted Subsidiaries that are permitted under the terms of this Indenture, (y) Liens permitted under Section 4.29(d), Section 4.29(i), Section 4.29(w), Section 4.29(ee) and Section 4.29(ff), and (z) Liens permitted under Section 4.29(jj), in the case of clause (x) and (y), to the extent such Liens (and the obligations that they secure, if any) are on terms that are no less favorable to the Credit Party, than those that might be obtained at the time from a Person who is not an Affiliate): (a) Liens granted pursuant to the Security Documents and securing the Obligations; (b) purchase money Liens or interests of lessors under Capital Leases or purchase money security interests upon or in any Debt (as defined below) Equipment or for other fixed or capital assets acquired or held by any Credit Party in the ordinary course of business; provided that, the principal amount of Indebtedness secured by such Liens shall not exceed $3,500,000 in the aggregate at any Person, other than: time outstanding and that such Indebtedness (i) those described on Schedule 5.02(a) hereto and renewals and extensions on was incurred solely for the same purpose of financing the purchase, acquisition or substantially improvement of the same terms and conditions and at no increase in the debt Property purchased, acquired or obligation; or improved (or refinancing such Indebtedness), (ii) liens is secured only by such Property so purchased, acquired or security interests which are subject to an intercreditor improved and subordination agreement in form the proceeds and substance reasonably acceptable to Lender in Lender’s sole discretion; or products thereof and not by any other Property of any Credit Party, and (iii) does not exceed the liens aggregate purchase price of such Property except as otherwise permitted pursuant to a Permitted Refinancing of such Indebtedness; provided, that in each case, individual financing of Equipment provided by one purchase money lender or security interests lessor may be cross-collateralized to other outstanding financings of the Security Agreement; orEquipment or other fixed or capital assets provided by such purchase money lender or lessor; (ivc) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges that are or levies not more than 30 days overdue yet due or not yet delinquent or, if the execution thereof is stayeddelinquent, which that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (vd) liens Liens in favor of warehousemenvendors, carriers, landlordsproducers, growers, warehousemen, toll manufacturers, repairmen, mechanics, workmen, materialmen, construction, landlords, laborers, suppliers, purifiers, processors or other similar statutory or common law liens securing Liens arising by operation of law, in each case, in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vie) liens resulting from good faith [Reserved] (f) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers' compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure the performance public or statutory obligations of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); orany Credit Party; (viig) any attachment Liens set forth on Schedule 4.29 to the Indenture to the extent that such Liens do not secure loans, bonds or judgment lien not constituting an Event of Default; orother borrowed money; (viiih) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants rights-of-way, restrictions, farm leases and encumbrances other similar encumbrances, and minor defects in the chain of title that are customarily do not affect accepted in any Credit Party’s industry, none of which materially interfere with the marketable title to real estate ordinary conduct of the business of any Credit Party or materially impair its use; ordetract from the value or use of the Property to which they apply;

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other thanexcept: (i) those described on Schedule 5.02(aLiens in favor of the Banks securing Debt permitted by Section 5.02(b)(i) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; orhereof; (ii) liens Liens for taxes or security interests assessments or other government charges or levies if not yet due and payable or if due and payable if they are being contested in good faith by appropriate proceedings and for which appropriate reserves in accordance with GAAP are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; ormaintained; (iii) Liens imposed by law, such as mechanics', materialmen's, landlords', warehousemen's, and carriers' Liens, and other similar Liens, securing obligations incurred in the liens or security interests ordinary course of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that business which are not past due more than 30 forty five (45) days overdue or, if the execution thereof is stayed, or which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate appropriate reserves in accordance with GAAP have been established; or; (iv) Liens under workers' compensation, unemployment insurance, Social Security, or similar legislation; (v) liens Liens, deposits, or pledges to secure the performance of warehousemenbids, carrierstenders, landlordscontracts (other than contracts for the payment of money), mechanicsleases (permitted under the terms of this Agreement), materialmenpublic or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds, or other similar statutory or common law liens securing obligations that are not yet due and are incurred arising in the ordinary course of business orbusiness; (vi) Liens described in Schedule 5.02(a) hereto, if provided that no such Liens shall be renewed, extended or refinanced; (vii) Judgment and other similar Liens arising in connection with court proceedings (other than those described in Section 6.01(f) hereof), provided the execution thereof or other enforcement of such Liens is stayed, which effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; orproceedings; (viii) liens arising from filing UCC financing statements regarding leases Easements, rights-of-way, restrictions, and other similar encumbrances which, in the aggregate, do not prohibited by this Agreementmaterially interfere with the Borrower's or a Guarantor's occupation, use and enjoyment of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto; orand (ix) customary offset rights Purchase money Liens on any property hereafter acquired or the assumption of brokers and deposit banks arising under any Lien on property existing at the terms time of securities account agreements and deposit agreements; orsuch acquisition, or a Lien incurred in connection with any conditional sale or other title retention agreement or a Capital Lease, provided that: (x1) Any property subject to any real estate easements of the foregoing is acquired by the Borrower or any Guarantor in the ordinary course of its respective business and easementsthe Lien on any such property is created contemporaneously with such acquisition; (2) The obligation secured by any Lien so created, covenants assumed, or existing shall not exceed 100% of lesser of the cost or fair market value of the property acquired as of the time of the Borrower or any Guarantor acquiring the same; (3) Each such Lien shall attach only to the property so acquired and encumbrances that customarily do fixed improvements thereon; (4) The Borrower and the Guarantors shall not affect incur, in the marketable title to real estate or materially impair its useaggregate, more than $2,000,000.00 of Debt secured by Liens described in this clause (ix) during any fiscal year; orand (5) The obligation secured by such Lien is permitted by the provisions of Section 5.02(b) hereof and the related expenditure is permitted by the provisions of Section 5.03(b) hereof;

Liens, Etc. Create or suffer to existThe Borrower shall not, or and shall not permit any of its subsidiaries to Subsidiaries to, create or suffer to exist, any lien, security interest Lien or other charge or encumbranceEncumbrance upon, or any other type of preferential arrangement, upon or with respect to to, any of its propertiesproperties or assets, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries Subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other thanexcept for: (ia) those described Liens created pursuant to the Loan Documents (including Liens in favor of any Deposit Account Bank provided for in any Deposit Account Control Agreement); (b) Liens existing on the date of this Agreement and disclosed on Schedule 5.02(a8.2 (Existing Liens); (c) hereto Customary Permitted Liens of the Borrower and renewals its Subsidiaries; (d) purchase money Liens or purchase money security interests granted by the Borrower or any Subsidiary of the Borrower (including the interest of a lessor under a Capital NATIONAL STEEL CORPORATION CREDIT AGREEMENT Lease and extensions on Liens to which any property is subject at the same time of the Borrower's or substantially such Subsidiary's acquisition thereof) securing Indebtedness permitted under Section 8.1 (b) or (d) and limited in any case to the same terms and conditions and at no increase property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (e) Liens securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (b) or (d) above without any change in the debt or obligation; orassets subject to such Lien; (iif) liens or security interests which are subject to an intercreditor and subordination agreement Liens in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orfavor of lessors securing operating leases; (iiig) pledges or deposits of cash or Cash Equivalents securing judgment liens; provided, however, that all such Liens in the liens or security interests of the Security Agreementaggregate have no Material Adverse Effect; orand (ivh) liens (Liens securing the NUF Subordinated Indebtedness and other than liens relating obligations pursuant to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orNUF Loan Documents.

Liens, Etc. Create Create, incur or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, incur or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignupon any income or profits therefrom, or acquire or agree to acquire, or permit any of its subsidiaries Subsidiary to assignacquire, any right to receive incomeproperty or assets upon conditional sales agreements or other title retention devices, in each case to secure any Debt (as defined below) of any Person, other thanexcept: (i) those described on Schedule 5.02(aLiens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the time required by Section 5.01(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or(b); (ii) liens any Lien of or security interests which are subject to resulting from any judgment or award; provided that either (A) the amount secured thereby does not exceed $150,000,000 or (B) if the amount secured thereby does exceed $150,000,000, the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or the Borrower or a Subsidiary shall in good faith be prosecuting an intercreditor appeal or proceeding for a review thereof, and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orexecution of such judgment or award shall be stayed pending such appeal or proceeding for review; (iii) Liens incidental to the conduct of business conducted by the Borrower and its Subsidiaries in the ordinary course of business or the ownership of properties and assets owned by the Borrower and its Subsidiaries (including Liens in connection with worker’s compensation, unemployment insurance and other like laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens to secure the performance of bids, tenders or security interests trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxesBorrower and its Subsidiaries and not in connection with the borrowing of money, assessmentsprovided in each case, or other governmental charges that are the obligation secured is not more than 30 days overdue or, if the execution thereof overdue, is stayed, which are being contested in good faith by appropriate proceedings diligently pursued actions or proceedings; (iv) survey exceptions or encumbrances, encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other restrictions as to the use of real properties, which are necessary or appropriate in the good faith judgment of the Borrower for which adequate reserves have been established; orthe conduct of the business of the Borrower and its Subsidiaries and which, individually or in the aggregate, do not in any event materially impair their use in the operation of the business of the Borrower or of the Borrower and its Subsidiaries taken as a whole; (v) liens Liens securing Indebtedness of warehousemena Subsidiary to the Borrower or to another Subsidiary; (vi) Liens existing as of the Effective Date and reflected in Schedule 5.02(a) hereto, carriersincluding any renewals, landlordsextensions or replacements of any such Lien, mechanicsprovided that: (A) no additional property is encumbered in connection with any such renewal, materialmenextension or replacement of any such Lien; and (B) there is no increase in the aggregate principal amount of Debt secured by any such Lien from that which was outstanding or permitted to be outstanding with respect to such Lien as of the Effective Date or the date of such renewal, extension or replacement, whichever is greater; (vii) Liens incurred after the Effective Date given to secure the payment of the purchase price and/or other direct costs incurred in connection with the acquisition, construction, improvement or rehabilitation of assets including Liens incurred by the Borrower or any Subsidiary securing Debt incurred in connection with industrial development bond and pollution control financings, including Liens existing on such assets at the time of acquisition thereof or at the time of acquisition by the Borrower or a Subsidiary of any business entity (including a Subsidiary) then owning such assets, whether or not such existing Liens were given to secure the payment of the purchase price of the assets to which they attach, provided that (A) except in the case of Liens existing on assets at the time of acquisition of a Subsidiary then owning such assets, the Lien shall be created within twelve (12) months of the later of the acquisition of, or other similar statutory the completion of the construction or common law liens securing obligations that are not yet due improvement in respect of, such assets and are incurred shall attach solely to the assets acquired, purchased, or financed, or (B) except in the ordinary course case of business orLiens existing on assets at the time of acquisition of a Subsidiary then owning such assets or Liens in connection with industrial development bond or pollution control financings, if at the execution thereof time of the incurrence of such Lien, the aggregate amount remaining unpaid on all Debt secured by Liens on such assets whether or not assumed by the Borrower or a Subsidiary shall not exceed an amount equal to 75% of the lesser of the total purchase price or fair market value, at the time such Debt is stayedincurred, which are being contested of such assets (as determined in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments the Board of workmen’s compensation unemployment insurance, or other social security programs or to secure Directors of the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of DebtBorrower); or (vii) any attachment or judgment lien not constituting an Event of Default; or; (viii) liens Liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; orthe sale or transfer of accounts receivable and notes of the Borrower and its Subsidiaries, provided that the Borrower and its Subsidiaries shall receive adequate consideration therefor; (ix) customary offset rights of brokers and deposit banks arising Liens on notes or accounts receivable sold or transferred in a transaction which is accounted for as a true sale under the terms of securities account agreements and deposit agreements; orGAAP; (x) Liens securing Debt, to the extent that such Liens are not otherwise permitted by this Section 5.02(a), provided that immediately after giving effect to the incurrence of any real estate easements such Lien, the sum of the aggregate principal amount of all outstanding Debt secured by Liens permitted solely by reason of this Section 5.02(a)(x) shall not exceed the higher of (A) 15% of Consolidated Net Tangible Assets and easements(B) $150,000,000; and (xi) Liens incurred in connection with any renewals, covenants extensions or refundings of any Debt secured by Liens described in Sections 5.02(a)(vii), (viii), (ix) or (x), provided that there is no increase in the aggregate principal amount of Debt secured thereby and encumbrances no additional property is encumbered. In the event that customarily do any property of the Borrower or its Subsidiaries is subjected to a lien in violation of this Section 5.02(a), but no other provision of this Agreement (the Indebtedness secured by such lien being referred to as “Prohibited Secured Indebtedness”), such violation shall not affect constitute an Event of Default hereunder if the marketable title Borrower, substantially simultaneously with the incurrence of such lien, makes or causes to real estate be made a provision whereby the Advances will be secured equally and ratably with all Prohibited Secured Indebtedness and delivers to the Agent and the Lenders an opinion to that effect, and, in any case, the Advances shall have the benefit, to the full extent that, and with such priority as, the Lenders may be entitled to under applicable law, of an equitable lien to secure the Advances on such property of the Borrower or materially impair its use; orSubsidiaries that secures Prohibited Secured Indebtedness. The opinion referred to in the preceding sentence shall be addressed to the Agent and the Lenders, shall contain such qualifications and limitations as are reasonably acceptable to the Agent and the Required Lenders and shall be delivered by counsel of nationally recognized standing selected by the Borrower and satisfactory to the Agent and the Required Lenders. Such counsel shall be deemed to be satisfactory to the Agent and the Required Lenders unless, during the 15 day period after the Agent has received written notice identifying such counsel, the Agent shall have objected to such selection in writing to the Borrower. Notwithstanding any of the foregoing provisions of this Section 5.02(a) including, without limitation, the terms and provisions of the preceding paragraph of this Section 5.02(a), the Borrower shall not, and shall not permit any Subsidiary to, create or incur, or suffer to be incurred or to exist, any Lien (other than Liens described in Section 5.02(a)(i) through (iv), inclusive) upon any land, property or buildings (or any interest therein) described as Special Unencumbered Property in Schedule 5.02(a)(xii) hereto.

Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries Restricted Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case except that the Borrower and its Restricted Subsidiaries may create, incur, assume, or suffer to secure any Debt (as defined below) of any Person, other thanexist: (a) Liens granted under a Loan Document and securing the Obligations; (b) Liens securing the Second Lien Debt and Liens securing the Third Lien Debt so long as (i) those described on Schedule 5.02(a) hereto and renewals and extensions on the same creation, incurrence, assumption or substantially existence of such Liens is permitted under the same terms and conditions and at no increase in the debt or obligation; or Intercreditor Agreement, (ii) liens before and after giving effect to the creation, incurrence, assumption or security interests which are subject to an intercreditor existence of any such Lien, the Borrower is in compliance with Section 6.24, and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) the liens such Second Lien Debt and such Third Lien Debt is permitted under Section 6.02 below; (c) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business prior to or at the time of the Security AgreementBorrower's or such Restricted Subsidiary's acquisition of such equipment; orprovided that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other Properties of the Borrower or its Restricted Subsidiaries, and (iii) is permitted under Section 6.02(e); (ivd) liens Liens securing Capital Leases; provided that the Debt secured by such Liens (i) is secured only by the Property leased under such Capital Leases and not any other than liens relating to environmental liabilities Properties of the Borrower or ERISAany of its Restricted Subsidiaries and (ii) is permitted under Section 6.02(e); (e) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (vf) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided that such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vig) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Borrower or the relevant Restricted Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (h) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Restricted Subsidiaries warranted in the Security Instruments or in this Agreement; (i) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers' compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure public or statutory obligations of the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt)Borrower; or74 (viij) Liens arising under operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any attachment of its Restricted Subsidiaries warranted in the Security Instruments or in this Agreement, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any Restricted Subsidiary or materially impair the value of such Property subject thereto; (k) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, including in respect of surface operations or for pipelines or power lines, none of which materially interfere with the ordinary conduct of the business of Borrower or any Restricted Subsidiary or materially detract from the value or use of the Property to which they apply; (l) judgment lien liens in respect of judgments that do not constituting constitute an Event of Default; orDefault under Section 7.01(f); (viiim) liens arising from filing UCC financing statements regarding leases rights reserved to or vested in any Governmental Authority to control or regulate any Property of the Borrower or any of its Restricted Subsidiaries, or to use such Property; provided that, such rights (a) could not prohibited reasonably be expected to materially impair the use of such Property for the purpose for which it is held by this Agreement; orthe Borrower or any such Restricted Subsidiary and (b) could not reasonably be expected to materially diminish the value of such Property; (ixn) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or[reserved]; (xo) Liens encumbering cash, cash equivalents, and certificates of deposits, and security in the form of letters of credit, in any real estate easements and easementscase, covenants and encumbrances that customarily arising in the ordinary course of business to secure the Debt permitted under Section 6.02(g) below; and (p) Liens not otherwise permitted in this Section 6.01 so long as (i) such Liens do not affect encumber Oil and Gas Properties and (ii) the marketable title to real estate or materially impair its use; oraggregate amount of obligations secured thereby shall not exceed $5,000,000.

Liens, Etc. Create The Borrower shall not create, incur, assume or suffer to exist, directly or permit any of its subsidiaries to create or suffer to existindirectly, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties or the Collateral, whether now owned or hereafter acquired, or assign, upon any income or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other thanprofits therefrom except for the following "Permitted Liens": (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens granted pursuant to the same or substantially the same terms and conditions and at no increase in the debt or obligation; orLoan Documents; (ii) liens Liens for taxes, assessments or security interests governmental charges or levies on property of the Borrower if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being diligently contested in good faith and by appropriate proceedings and for which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole discretion; orthe Borrower shall have set aside reserves on its books as required by GAAP; (iii) the Liens imposed by law, such as carrier's, warehousemen's and mechanic's liens or security interests of the Security Agreement; orand other similar liens, (iv) liens (other than liens relating to environmental liabilities Liens arising out of pledges or ERISA) for taxesdeposits under workmen's compensation laws, assessmentsunemployment insurance, old age pensions, or other governmental charges that are not more social security benefits other than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith any Lien imposed by appropriate proceedings diligently pursued and for which adequate reserves have been established; orERISA; (v) liens Liens consisting of warehousemenpurchase money security interests or arising from Guarantees or third party sales and leases not prohibited by Section 6.05 hereof, carriersin each case on mobile telephone terminals held in inventory exclusively for sales to customers in the Franchise Area or placed in service with customers in the Franchise Area; provided that such security interest shall not be extended to any other property or asset of Borrower other than proceeds from the sale of such mobile telephone terminals as described in this paragraph; (vi) Liens consisting of extensions or renewals of the Liens referred to in subparagraph (v) of this Section, landlordsprovided that the indebtedness secured thereby shall not be increased pursuant to any such extension or renewal and no such extension or renewal shall extend any such Lien to any other property or asset of Borrower; (vii) easements and rights of way with respect to real.xxxxxxxx owned by the Borrower and not interfering with the ordinary conduct of the Business; and (viii) deposits with respect to leases not prohibited by this Agreement and with respect to performance for bids, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in each case in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principles; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; orbusiness.

Liens, Etc. Create Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries other Loan Party to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, their respective Property whether now owned or hereafter acquiredacquired (including, without limitation, the posting or deposit of cash collateral to secure or assure payment of Hedge Obligations), or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case except that the Loan Parties may create, incur, assume, or suffer to secure any Debt (as defined below) of any Person, other thanexist: (a) Liens granted under a Loan Document and securing the Secured Obligations; (b) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by a Loan Party in the ordinary course of business created prior to or at the time of such Loan Party’s acquisition of such equipment; provided that, the Debt secured by such Liens (i) those described on Schedule 5.02(a) hereto was incurred solely for the purpose of financing or refinancing the acquisition of such equipment, and renewals and extensions on does not exceed the same or substantially the same terms and conditions and at no increase in the debt or obligation; or aggregate purchase price of such equipment, (ii) liens or security interests which are subject is secured only by such equipment, the proceeds of such equipment and the insurance proceeds related to an intercreditor such equipment and subordination agreement in form not by any other Properties of the Loan Parties, and substance reasonably acceptable to Lender in Lender’s sole discretion; or (iii) is permitted under Section 6.02(b); (c) Liens securing Capital Leases; provided that the liens or security interests Debt secured by such Liens (i) is secured only by the Property leased under such Capital Leases, the proceeds of such Property and the insurance proceeds related to such Property and not any other Properties of the Security Agreement; orLoan Parties and (ii) is permitted under Section 6.02(b); (ivd) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (ve) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, lessors, repairmen, mechanics, workmen, materialmen, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established in accordance with generally accepted accounting principles; ormade therefor; (vif) liens resulting from Liens to operators and non-operators under joint operating agreements arising in the ordinary course of the business of the Loan Parties to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, and such reserve as may be required by GAAP shall have been made therefor; provided that, any Liens from any Loan Party or any of their respective Affiliates that are in favor of a Loan Party or any of their respective Affiliates shall be subordinated to and expressly subject to the Liens of the Security Instruments, on terms satisfactory to Administrative Agent in its sole discretion; (g) royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Loan Parties warranted in the Security Instruments or in this Agreement; (h) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers’ compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure public or statutory obligations of any Loan Party; (i) Liens arising under Leases, operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Loan Parties warranted in the Security Instruments or in this Agreement, to the extent that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by any Loan Party or materially impair the value of such Property subject thereto; provided that, any Liens from any Loan Party or any of their respective Affiliates that are in favor of a Loan Party or any of their respective Affiliates shall be subordinated to and expressly subject to the Liens of the Security Instruments, on terms satisfactory to Administrative Agent in its sole discretion; (j) easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, including in respect of surface operations or for pipelines or power lines, none of which materially interfere with the ordinary conduct of the business of any Loan Party or materially detract from the value or use of the Property to which they apply; (k) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(f); (l) Liens on insurance proceeds securing Debt permitted by Section 6.02(g); (m) rights reserved to or vested in any Governmental Authority to control or regulate any Property of any Loan Party, or to use such Property; provided that, such rights (i) would not reasonably be expected to materially impair the use of such Property for the purpose for which it is held by such Loan Party and (ii) would not reasonably be expected to materially diminish the value of such Property; and (n) deposits of cash or securities to secure the performance of tendersbids, trade contracts, leases, statutory obligationsobligations and other obligations of a like nature incurred in the ordinary course of business, suretyincluding amounts prepaid to parties providing drilling or completion services and materials, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) in an aggregate amount not to exceed $2,000,000 at any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; ortime.

Liens, Etc. Create or suffer to exist, or permit any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, any right to receive income, in each case to secure any Debt (as defined below) of any Person, other than:than (collectively referred to as “Permitted Liens”): (i) those Those described on Schedule 5.02(a) hereto and renewals and extensions on the same or substantially the same terms and conditions and at no increase in the debt or obligation; or (ii) liens or security interests which are subject to an intercreditor and subordination agreement in form and substance reasonably acceptable to Lender in Lender’s sole but reasonable discretion; or (iii) the liens or security interests of the Security AgreementAgreement and Mortgage; or (iv) liens (other than liens relating to environmental liabilities or ERISA) for taxes, assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; or (v) liens of warehousemen, carriers, landlords, mechanics, materialmen, or other similar statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established in accordance with generally accepted accounting principlesGAAP; or (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases not prohibited by this Agreement; or (ix) customary offset rights of brokers and deposit banks arising under the terms of securities account agreements and deposit agreements; or (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use; or

Liens, Etc. Create or suffer to exist, or permit exist any of its subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, Lien upon or with respect to any of its propertiesproperties (including, whether now owned or hereafter acquiredwithout limitation, or assign, or permit any shares of any class of equity security of any of its subsidiaries to assign, any right to receive incomeSignificant Subsidiaries), in each case to secure any Debt (as defined below) or provide for the payment of any PersonDebt, other than: : (i) those described on Schedule 5.02(a) hereto and renewals and extensions Liens in existence on the same or substantially the same terms and conditions and at no increase in the debt or obligationRestatement Effective Date; or (ii) liens Liens for taxes, assessments or security interests governmental charges or levies to the extent not past due, or which are subject to an intercreditor being contested in good faith in appropriate proceedings diligently conducted and subordination agreement for which the Borrower has provided adequate reserves for the payment thereof in form and substance reasonably acceptable to Lender in Lender’s sole discretionaccordance with GAAP; or (iii) pledges or deposits in the liens ordinary course of business to secure obligations under worker’s compensation laws or security interests of the Security Agreementsimilar legislation; or (iv) liens other pledges or deposits in the ordinary course of business (other than liens relating for borrowed monies) that, in the aggregate, are not material to environmental liabilities or ERISAthe Borrower; (v) for taxes, assessments, purchase money mortgages or other governmental charges that are liens or purchase money security interests upon or in any property acquired or held by the Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (vi) Liens imposed by law such as materialmen’s, mechanics’, carriers’, workers’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business for sums not more than 30 days overdue or, if the execution thereof is stayed, which are yet due or currently being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been establishedconducted; or (vvii) liens of warehousemenattachment, carriers, landlords, mechanics, materialmen, judgment or other similar statutory or common law liens securing obligations Liens arising in connection with court proceedings, provided that are not yet due and are incurred such Liens, in the ordinary course aggregate, shall not exceed $50,000,000 at any one time outstanding; (viii) Liens created by or pursuant to any of business orthe Mortgage Indentures of the Borrower; (ix) other Liens not otherwise referred to in the foregoing clauses (i) through (viii) above, if provided that such Liens, in the execution thereof is stayedaggregate, which are being contested shall not secure obligations in good faith excess of $100,000,000 at any one time; (x) Liens created for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by appropriate proceedings diligently pursued and for which adequate reserves have been established any Lien referred to in accordance with generally accepted accounting principles; or the foregoing clauses (i) through (vi) liens resulting from good faith deposits to secure payments of workmen’s compensation unemployment insurance, or other social security programs or to secure the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; or (viii) liens arising from filing UCC financing statements regarding leases above, provided that the principal amount of indebtedness secured thereby shall not prohibited by this Agreementexceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the property or Debt that secured the Lien so extended, renewed or replaced (and any improvements on such property); or and (ixxi) customary offset Liens on rights or other property purported to be transferred to the issuer of brokers and deposit banks arising Eligible Securitization Bonds or another entity to secure Eligible Securitization Bonds; provided, further, that no Lien permitted under the terms foregoing clauses (i) through (xi) shall be placed upon any shares of securities account agreements any class of equity security of any Significant Subsidiary unless the obligations of the Borrower to the Lenders and deposit agreements; or (x) any real estate easements the LC Issuing Banks hereunder are simultaneously and easements, covenants and encumbrances that customarily do not affect ratably secured by such Lien pursuant to documentation satisfactory to the marketable title to real estate or materially impair its use; orLenders.

Liens, Etc. Create The Borrower shall not create, assume, incur, or suffer to exist, or permit any of its subsidiaries Subsidiaries to create create, assume, incur, or suffer to exist, any lien, security interest Lien on or other charge or encumbrance, or any other type in respect of preferential arrangement, upon or with respect to any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its subsidiaries to assign, assign any right to receive income, in each case except that the Borrower and its Subsidiaries may create, incur, assume, or suffer to secure any Debt (as defined below) of any Person, other thanexist: (i) those described on Schedule 5.02(a) hereto and renewals and extensions on Liens created by the same or substantially the same terms and conditions and at no increase in the debt or obligation; orSecurity Instruments; (ii) liens purchase money Liens or purchase money security interests which are subject upon or in any equipment acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business prior to an intercreditor or at the time of the Borrower’s or such Subsidiary’s acquisition of such equipment; provided that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and subordination agreement does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Borrower and its Subsidiaries, and (iii) is not increased in form and substance reasonably acceptable to Lender in Lender’s sole discretion; oramount; (iii) the liens or security interests of the Security Agreement; or (iv) liens (other than liens relating to environmental liabilities or ERISA) Liens for taxes, assessments, or other governmental charges or levies not yet due or that are (provided foreclosure, sale, or other similar proceedings shall not more than 30 days overdue or, if the execution thereof is stayed, which have been initiated) are being contested in good faith by appropriate proceedings diligently pursued proceedings, and for which adequate reserves such reserve as may be required by GAAP shall have been established; ormade therefor; (viv) liens Liens in favor of warehousemenvendors, carriers, landlordswarehousemen, repairmen, mechanics, workmen, materialmen, construction, or other similar statutory or common Liens arising by operation of law liens securing in the ordinary course of business in respect of obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which or that are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves proceedings, provided such reserve as may be required by GAAP shall have been established made therefor; (v) Liens to operators and non-operators under joint operating agreements arising in accordance with generally accepted accounting principles; orthe ordinary course of the business of the Borrower or the relevant Subsidiary to secure amounts owing, which amounts are not yet due or are being contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor; (vi) liens resulting royalties, overriding royalties, net profits interests, production payments, reversionary interests, calls on production, preferential purchase rights and other burdens on or deductions from good faith the proceeds of production, that do not secure Debt for borrowed money and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments or in the Senior Credit Agreement; (vii) Liens arising in the ordinary course of business out of pledges or deposits to secure payments of workmen’s under workers’ compensation laws, unemployment insurance, old age pensions or other social security programs or retirement benefits, or similar legislation or to secure public or statutory obligations of the performance of tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for payment of Debt); or (vii) any attachment or judgment lien not constituting an Event of Default; orBorrower; (viii) liens arising from filing UCC financing statements regarding leases operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing agreements and other agreements, in each case that are customary in the oil, gas and mineral production business and that are entered into in the ordinary course of business that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Subsidiaries warranted in the Security Instruments or in the Senior Credit Agreement, to the extent that any such Lien referred to in this clause does not prohibited materially impair the use of the Property covered by this Agreement; orsuch Lien for the purposes for which such Property is held by the Borrower or any Subsidiary or materially impair the value of such Property subject thereto; (ix) customary offset rights easements, rights-of-way, restrictions, and other similar encumbrances, and minor defects in the chain of brokers title that are customarily accepted in the oil and deposit banks arising under gas financing industry, none of which interfere with the terms ordinary conduct of securities account agreements and deposit agreementsthe business of Borrower or any Subsidiary or materially detract from the value or use of the Property to which they apply; orand (x) any real estate easements and easements, covenants and encumbrances that customarily do not affect Liens securing the marketable title to real estate or materially impair its use; orSenior Debt.