OR FSA (OTHER THAN AFFILIATES OF THE BORROWER) THAT ARE JUNIOR TO THE
LIENS CREATED BY THE SECURITY DOCUMENTS PURSUANT TO AN AGREEMENT IN THE FORM OF
EXHIBIT I OR OTHERWISE ON TERMS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT; (Y) STEP-IN RIGHTS; AND (Z) LIENS IN FAVOR OF COUNTERPARTIES TO ANY PPA
OR FSA (OTHER THAN AFFILIATES OF THE BORROWER) THAT ARE PARI PASSU WITH THE
LIENS SECURING THE OBLIGATIONS AND ARE GRANTED SOLELY TO SECURE THE OBLIGATIONS
OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY UNDER SUCH PPA OR FSA, WHICH IN THE
AGGREGATE FOR THE BORROWER AND ITS RESTRICTED SUBSIDIARIES DO NOT EXCEED AT ANY
TIME OUTSTANDING $100,000,000, PROVIDED THAT (1) THE LIEN IS LIMITED TO THE
ASSETS OF THE BORROWER OR RESTRICTED SUBSIDIARY SPECIFIC TO ITS PERFORMANCE
UNDER THE PPA OR FSA, AS THE CASE MAY BE, SECURED BY SUCH ASSETS AND (2) THE
OBLIGATIONS SECURED BY EACH SUCH LIEN ARE STRUCTURED SO THAT THE COUNTERPARTY'S
CREDIT EXPOSURE AND ACTUAL OR PROJECTED MARK-TO MARKET EXPOSURE TO THE BORROWER
OR RESTRICTED SUBSIDIARY, AS THE CASE MAY BE, IS POSITIVELY CORRELATED WITH
POWER PRICES;
(J)
LIENS IN FAVOR OF A PLAINTIFF OR
DEFENDANT IN ANY ACTION BEFORE A COURT OR TRIBUNAL AS SECURITY FOR COSTS OR
EXPENSES WHERE SUCH ACTION IS BEING PROSECUTED OR DEFENDED IN THE BONA FIDE
INTEREST OF THE BORROWER;
(K)
LIENS DESCRIBED IN ANY OF CLAUSES
(D) THROUGH (G) ABOVE OR CLAUSES (L) AND (M) BELOW WHICH ARE RENEWED OR EXTENDED
UPON THE RENEWAL OR EXTENSION OR REFINANCING OR REPLACEMENT OF THE DEBT SECURED
THEREBY, PROVIDED THAT THERE IS NO INCREASE IN THE PRINCIPAL AMOUNT OF THE DEBT
SECURED THEREBY OVER THE PRINCIPAL, CAPITAL OR NOMINAL AMOUNT THEREOF (PLUS ANY
ACCRUED INTEREST AND PREPAYMENT PREMIUM) OUTSTANDING IMMEDIATELY PRIOR TO SUCH
REFINANCING;
(L)
LIENS EXISTING ON THE DATE HEREOF AND
LISTED ON SCHEDULE 8.3(L),
PROVIDED THAT NO SUCH LIEN IS SPREAD TO COVER ANY
ADDITIONAL PROPERTY AFTER THE CLOSING DATE AND THAT THE AMOUNT OF THE
OBLIGATIONS SECURED THEREBY IS NOT INCREASED;
67
(M)
LIENS ON THE PROPERTY OF A PERSON EXISTING AT
THE TIME SUCH PERSON IS MERGED INTO OR CONSOLIDATED WITH, OR ACQUIRED BY, THE
BORROWER OR A RESTRICTED SUBSIDIARY THEREOF AND NOT INCURRED IN CONTEMPLATION
WITH SUCH MERGER, CONSOLIDATION OR ACQUISITION;
(N)
LIENS CREATED PURSUANT TO THE SECURITY
DOCUMENTS;
(O)
PLEDGES OR DEPOSITS IN CONNECTION WITH
WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY
LEGISLATION;
(P)
LIENS FOR TAXES NOT YET DUE OR THAT ARE
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, PROVIDED THAT ADEQUATE
RESERVES WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS AND RECORDS OF THE
BORROWER OR ITS RESTRICTED SUBSIDIARIES, AS THE CASE MAY BE, IN CONFORMITY WITH
GAAP;
(Q)
LIENS SECURING DEBT OR OTHER OBLIGATIONS NOT
EXCEEDING $50,000,000 AT ANY ONE TIME OUTSTANDING;
(R)
ANY INTEREST OR TITLE OF A LESSOR UNDER
ANY LEASE ENTERED INTO BY THE BORROWER OR ANY OTHER SUBSIDIARY IN THE ORDINARY
COURSE OF ITS BUSINESS AND COVERING ONLY THE ASSETS SO LEASED; AND