ACCOUNTS
OR OTHER RIGHT TO RECEIVE INCOME, EXCEPT:
(I)
LIENS CREATED UNDER THE LOAN DOCUMENTS;
(II)
LIENS EXISTING ON THE DATE HEREOF AND, TO THE EXTENT
SECURING DEBT FOR BORROWED MONEY, DESCRIBED ON SCHEDULE 5.02(A) HERETO, AND
RENEWALS, REFINANCINGS OR EXTENSIONS THEREOF WITH RESPECT TO ANY SURVIVING DEBT
COMPRISING SECURITIZATIONS OR SIMILAR FINANCINGS OF THE LOAN PARTIES AND THEIR
SUBSIDIARIES; PROVIDED THAT (A) THE PRINCIPAL AMOUNT OF THE RELATED DEBT SHALL
NOT BE INCREASED ABOVE THE PRINCIPAL AMOUNT OF THE DEBT BEING RENEWED,
REFINANCED OR EXTENDED (EXCLUDING THE AMOUNT OF ANY PREMIUM PAID IN RESPECT OF
SUCH REFINANCING, RENEWAL OR EXTENSION AND THE AMOUNT OF REASONABLE EXPENSES
INCURRED BY THE LOAN PARTIES IN CONNECTION THEREWITH), (B) NONE OF THE LOAN
PARTIES OR THEIR SUBSIDIARIES SHALL BECOME A NEW DIRECT OR CONTINGENT OBLIGOR,
(C) NO ADDITIONAL ASSETS SHALL BE TRANSFERRED TO THE APPLICABLE SPECIAL PURPOSE
ENTITY AND (D) THE PROPERTY COVERED THEREBY SHALL NOT BE CHANGED;
(III)
PERMITTED LIENS;
(IV)
LIENS IN CONNECTION WITH DEBT PERMITTED TO BE INCURRED
PURSUANT TO SECTION 5.02(B)(V) SO LONG AS SUCH LIENS EXTEND SOLELY TO THE
PROPERTY (AND IMPROVEMENTS AND PROCEEDS OF SUCH PROPERTY) ACQUIRED OR FINANCED
WITH THE PROCEEDS OF SUCH DEBT OR SUBJECT TO THE APPLICABLE CAPITALIZED LEASE;
(V)
ANY DEPOSIT OF ASSETS OF ANY LOAN PARTY WITH ANY SURETY
COMPANY OR CLERK OF ANY COURT, OR ESCROW, AS COLLATERAL IN CONNECTION WITH, OR
IN LIEU OF, ANY BOND ON APPEAL BY SUCH LOAN PARTY FROM ANY JUDGMENT OR DECREE
AGAINST IT, OR IN CONNECTION WITH OTHER PROCEEDINGS IN ACTIONS AT LAW OR IN
EQUITY BY OR AGAINST SUCH LOAN PARTY;
(VI)
LIENS ON ANY ASSETS THAT ARE OWNED BY ANY SPECIFIED
EXCLUDED SUBSIDIARY;
(VII)
LIENS SECURING DEBT RELATING TO HEDGE AGREEMENTS PERMITTED
TO BE INCURRED PURSUANT TO SECTION 5.02(B)(VI) PURSUANT TO AGREEMENTS EXISTING
ON THE DATE HEREOF OR SIMILAR AGREEMENTS NOT FOR SPECULATIVE PURPOSES REPLACING
OR RENEWING SUCH AGREEMENTS, WHETHER OR NOT WITH THE SAME COUNTERPARTIES;
PROVIDED THAT IN NO EVENT SHALL INITIAL MARGIN COLLATERAL IN RESPECT OF ALL SUCH
HEDGE AGREEMENTS (EXCLUDING COLLATERAL SECURING BACK-TO-BACK HEDGING
ARRANGEMENTS WITH ANY SPECIFIED SUBSIDIARY) EXCEED $100,000,000 IN THE
AGGREGATE;
(VIII)
LIENS ON SERVICING ADVANCE ASSETS THAT SECURE ANY SERVICING
ADVANCE FACILITY PERMITTED UNDER SECTION 5.02(B)(X); PROVIDED THAT FOR SO LONG
AS SUCH SERVICING ADVANCE FACILITY REMAINS OUTSTANDING, (A) IF SUCH SERVICING
ADVANCE FACILITY IS A SECURITIZATION FACILITY, THE COLLATERAL AGENT (FOR THE
BENEFIT OF THE LENDERS) SHALL HAVE A PERFECTED FIRST-PRIORITY PLEDGE AND
SECURITY INTEREST IN THE EQUITY INTERESTS IN THE RELATED SPECIAL PURPOSE VEHICLE
THAT HOLDS ANY OF THE SERVICING ADVANCE ASSETS AND TO THE EXTENT NECESSARY (AS
REASONABLY DETERMINED BY THE ADMINISTRATIVE AGENT) THE COLLATERAL AGENT SHALL
HAVE ENTERED INTO INTERCREDITOR ARRANGEMENTS REASONABLY SATISFACTORY TO THE
COLLATERAL AGENT WITH ANY COLLATERAL AGENT AND/OR THE LENDERS UNDER SUCH
SERVICING ADVANCE FACILITY AND (B) IF SUCH SERVICING ADVANCE FACILITY IS NOT A
SECURITIZATION FACILITY, TO THE EXTENT THAT SUCH SERVICING ADVANCE ASSETS
CONSTITUTE PROPERTY OF THE LOAN PARTIES, THE COLLATERAL AGENT (FOR THE BENEFIT