MECHANICS',
WORKMEN'S, REPAIRMEN'S, EMPLOYEES', CARRIERS', WAREHOUSEMEN'S, OR OTHER LIKE
LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS OF THE BORROWER OR ITS
SUBSIDIARIES;
(K)
WITH RESPECT TO REAL PROPERTY, EASEMENTS,
RIGHTS OF WAY, RESERVATIONS AND OTHER MINOR DEFECTS OR IRREGULARITIES IN TITLE
WHICH DO NOT MATERIALLY IMPAIR THE USE THEREOF FOR THE PURPOSES FOR WHICH IT IS
HELD BY THE BORROWER OR ITS SUBSIDIARIES;
(L)
LIENS SECURING ANY FUTURE INTEREST OR
DIVIDENDS PAYABLE IN RESPECT OF ANY DEBT PERMITTED TO BE ISSUED UNDER
SECTION 5.07 FOR ONE SIX MONTH PERIOD WITH RESPECT TO SUCH DEBT ON CASH OR
TEMPORARY CASH INVESTMENTS WHICH CONSTITUTED A PORTION OF THE CASH PROCEEDS TO
THE BORROWER OR A SUBSIDIARY OF THE BORROWER FROM THE ISSUANCE OF SUCH DEBT;
(M)
LIENS ON CASH AND TEMPORARY CASH INVESTMENTS
SECURING DERIVATIVES OBLIGATIONS OF THE SUBSIDIARIES PERMITTED BY
SECTION 5.19(C);
(N)
LIENS ON CASH AND TEMPORARY CASH INVESTMENTS
THAT SECURE CONTINGENT OBLIGATIONS TO REIMBURSE ANY BANK OR OTHER PERSON FOR
AMOUNTS PAID UNDER GUARANTEES, SURETY OR PERFORMANCE BOND OR SIMILAR INSTRUMENT
THAT SUPPORTS OBLIGATIONS TO MAKE INVESTMENTS IN SUBSIDIARIES PERMITTED TO BE
MADE UNDER SECTION 5.16;
(O)
LIENS CONSTITUTING OR SECURING DEBT OF
SUBSIDIARIES (OTHER THAN SUBSIDIARY GUARANTORS) PERMITTED BY
SECTION 5.07(B)(II), (VI), (VII) OR (VIII) OR UTILITY OBLIGATIONS OR OTHER
CUSTOMER, SUPPLIER OR CONTRACTOR OBLIGATIONS ASSOCIATED WITH AES BUSINESSES THAT
ARE LIMITED TO THE ASSETS AND REVENUES OF THE RELATED AES BUSINESSES AND THE
CAPITAL STOCK OR OTHER ASSETS
72
(INCLUDING CONTRACT RIGHTS) OF SUBSIDIARIES OF THE BORROWER HAVING A DIRECT OR
INDIRECT INTEREST IN SUCH AES BUSINESSES;
(P)
LIENS ON THE CREDITOR GROUP COLLATERAL
SECURING THE DEBT OF THE BORROWER OR OBLIGATIONS OF THE BORROWER UNDER HEDGE
AGREEMENTS; PROVIDED THAT THE AGGREGATE PRINCIPAL AMOUNT (OR ACCRETED VALUE, IF
APPLICABLE) OF FIRST-PRIORITY SECURED DEBT AND SECOND-PRIORITY SECURED DEBT DOES
NOT EXCEED $3.375 BILLION; PROVIDED FURTHER THAT, SUBJECT TO THE FIRST PROVISO
ABOVE, LIENS ON THE CREDITOR GROUP COLLATERAL SECURING FIRST PRIORITY SECURED
DEBT OF THE BORROWER SHALL ONLY SECURE FIRST PRIORITY SECURED DEBT INCURRED
AFTER JULY 29, 2003 (OTHER THAN DEBT INCURRED PURSUANT TO THE FINANCING
DOCUMENTS AND OBLIGATIONS UNDER HEDGE AGREEMENTS UP TO AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $50,000,000 (PROVIDED THAT AT SUCH TIME AS THE SUL
GUARANTEE SHALL HAVE BEEN PAID IN FULL OR TERMINATED, SUCH AMOUNT SHALL BE
INCREASED TO $100,000,000)) UP TO AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO
$90,000,000 PLUS THE SUM OF ALL AMOUNTS APPLIED SINCE JULY 29, 2003 TO (X)
PERMANENTLY PREPAY LOANS PURSUANT TO SECTION 2.10 HEREUNDER OR PERMANENTLY
REDUCE UNUSED REVOLVING CREDIT LOAN COMMITMENTS HEREUNDER (WITHOUT DUPLICATION)
OR (Y) REPAY OR PREPAY THE SENIOR SECURED EXCHANGE NOTES; PROVIDED, FURTHER
THAT, IN ADDITION TO THE FIRST PRIORITY SECURED DEBT PERMITTED TO BE SECURED BY
THE IMMEDIATELY PRECEDING PROVISO, BUT SUBJECT TO THE FIRST PROVISO ABOVE, LIENS
ON THE CREDITOR GROUP COLLATERAL SECURING FIRST PRIORITY SECURED DEBT OF THE
BORROWER MAY SECURE ADDITIONAL FIRST PRIORITY SECURED DEBT INCURRED AFTER THE
EFFECTIVE DATE UP TO AN AGGREGATE PRINCIPAL AMOUNT