Borrowed Money (other than the Obligations, Subordinated Debt and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date, set forth on [Schedule 10.2.1] and not satisfied with proceeds of the initial Loans;

Permitted Debt Create, incur, guarantee or suffer to exist any Debt, except:

Purchase Money Liens securing Permitted Purchase Money Debt;

Permitted Purchase Money Debt: Purchase Money Debt of Borrowers and their Domestic Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $50,000,000 at any time.

Liens on properties of # any SLS Entity or any of their respective Subsidiaries, and # MICC, Luxury Finance LLC and any other Subsidiary of the Company principally engaged in the business of finance, banking, credit, leasing, insurance or other similar operations;

“Permitted Lien” means any: # purchase-money security interest or capital lease up to the maximum aggregate amount of the Permitted Debt at any time incurred by the applicable entities in connection with the purchase or leasing of capital equipment; # Lien securing Debt up to the maximum aggregate amount of the Permitted Debt at any time at the applicable entities; and # Lien consented to in writing by TerrAscend.

Liens upon assets of Borrower or any of its Subsidiaries subject to purchase money debt or Capitalized Lease Obligations to the extent such purchase money debt or Capitalized Lease Obligations are permitted by Section 9.04, provided that # such Liens only serve to secure the payment of Indebtedness arising under such purchase money debt or Capitalized Lease Obligation and # the Lien encumbering the asset giving rise to the purchase money debt or Capitalized Lease Obligation does not encumber any other asset of Borrower or any Subsidiary (except for customary cross-collateralization provisions pursuant to which the lien of the single financial institution may extend to all assets financed by such financial institution and its affiliates);

Purchase Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired in whole or in part by such Debt and constituting a Capital Lease or a purchase money security interest under the UCC.

Purchase Money Security Interests. To the extent the Secured Obligations are used to purchase Collateral, the Borrower’s repayment of the Loan shall apply on a “first-in-first-out” basis so that the portion of the Secured Obligations used to purchase a particular item of Collateral shall be paid in the chronological order the applicable Grantor purchased the Collateral.

Indebtedness (including purchase money debt and Capitalized Lease Obligations) not otherwise permitted by [clauses (a) through (p) of this Section 9.04] not in excess of $5,000,000 in the aggregate at any time outstanding.