Loans as required under Section 2.11) and (II) in an amount
equal to the amount of interest payable by MAG with respect to the MAG Senior
Notes within five (5) Business Days of such distribution or dividend.
8.3.
Liens.
The Borrower shall not, and shall not
permit any Restricted Subsidiary to, create, incur, assume or suffer to exist
any Lien upon any of its property, whether now owned or hereafter acquired,
except:
(A)
LIENS ARISING SOLELY BY OPERATION OF LAW OR
BY ORDER OF A COURT OR TRIBUNAL OR OTHER GOVERNMENTAL AUTHORITY (OR BY AN
AGREEMENT OF SIMILAR EFFECT);
(B)
LIENS ARISING IN THE ORDINARY COURSE OF
BUSINESS OR OPERATIONS, IN RESPECT OF OVERDUE AMOUNTS WHICH EITHER (A) HAVE NOT
BEEN OVERDUE FOR MORE THAN THIRTY (30) DAYS OR (B) ARE BEING CONTESTED IN GOOD
FAITH;
(C)
LIENS SECURING PERMITTED DEBT AS
CONTEMPLATED BY THE DEFINITION THEREOF;
(D)
LIENS ARISING OUT OF TITLE RETENTION OR LIKE
PROVISIONS IN RELATION TO THE ACQUISITION OF GOODS OR EQUIPMENT ACQUIRED IN THE
ORDINARY COURSE OF BUSINESS OR OPERATIONS AND RELATING ONLY TO SUCH GOODS OR
EQUIPMENT;
(E)
LIENS ON DEPOSITS TO SECURE, OR ANY LIEN
OTHERWISE SECURING, THE PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER THAN FOR
BORROWED MONEY), LEASES, STATUTORY OBLIGATIONS, SURETY BONDS, APPEAL BONDS,
PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE
ORDINARY COURSE OF BUSINESS;
(F)
LIENS CREATED OR ARISING OVER ANY ASSET
WHICH IS ACQUIRED, CONSTRUCTED OR CREATED BY THE BORROWER OR A RESTRICTED
SUBSIDIARY, BUT ONLY IF (X) SUCH LIEN SECURES ONLY PRINCIPAL AMOUNTS (NOT
EXCEEDING THE COST OF SUCH ACQUISITION, CONSTRUCTION OR CREATION) OF DEBT
INCURRED FOR THE PURPOSES OF SUCH ACQUISITION, CONSTRUCTION OR CREATION,
TOGETHER WITH ANY COSTS, EXPENSES, INTEREST AND FEES INCURRED IN RELATION
THERETO OR A GUARANTEE GIVEN IN RESPECT THEREOF, (Y) SUCH LIEN IS CREATED OR
ARISES ON OR BEFORE NINETY (90) DAYS AFTER THE
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COMPLETION OF SUCH ACQUISITION, CONSTRUCTION OR CREATION AND (Z) SUCH LIEN IS
CONFINED SOLELY TO THE PROPERTY SO ACQUIRED, CONSTRUCTED OR CREATED;
(G)
LIENS (X) OUTSTANDING ON OR OVER ANY ASSET
ACQUIRED AFTER THE DATE HEREOF, (Y) IN EXISTENCE AT THE DATE OF SUCH ACQUISITION
AND (Z) WHERE THE BORROWER DOES NOT TAKE ANY STEP TO INCREASE THE PRINCIPAL
AMOUNT SECURED THEREBY FROM THAT SO SECURED AND OUTSTANDING AT THE TIME OF SUCH
ACQUISITION (OTHER THAN IN THE CASE OF LIENS FOR A FLUCTUATING BALANCE FACILITY,
BY WAY OF UTILIZATION OF THAT FACILITY WITHIN THE LIMITS APPLICABLE THERETO AT
THE TIME OF ACQUISITION);
(H)
LIENS CONSTITUTED BY A RIGHT OF SET OFF OR
RIGHTS OVER A MARGIN CALL ACCOUNT OR ANY FORM OF CASH COLLATERAL AND LETTERS OF
CREDIT OR ANY SIMILAR ARRANGEMENT FOR OBLIGATIONS INCURRED IN RESPECT OF ANY
AGREEMENT FOR THE SALE OF, OR THE HEDGING OR MANAGEMENT OF RISKS WITH RESPECT
TO, ELECTRIC ENERGY OR CAPACITY, COMMODITIES, CURRENCY OR INTEREST RATES, WHICH
ARRANGEMENT WAS ENTERED INTO ON ARM'S-LENGTH, COMMERCIAL TERMS;
(I)
(X) LIENS IN FAVOR OF COUNTERPARTIES TO
ANY PPA