Common use of Negative Pledge Clause in Contracts

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. The Borrower will notNo Obligor shall (and the Company shall procure that no member of the Bank Group shall), and will not without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all or any of its Subsidiaries to, create, incur, assume present or suffer to exist any Lien on any of its future revenues or assets or property now owned or hereafter acquired or, exceptother than an Encumbrance: (a) Permitted which is an Existing Encumbrance set out in: (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days of the Merger Closing Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 25.2; (b) which arises by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any Liens on any property or asset member of the Borrower Bank Group and in each case arising or any Subsidiary existing on entered into the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset ordinary course of business of the Borrower or any Subsidiaryrelevant member of the Bank Group; (c) purchase money Liens upon or in which is created pursuant to any fixed or capital assets to secure of the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely Finance Documents (including, for the purpose purposes of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (iAlternative Baseball Financing) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to and any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsBridge Finance Documents; (d) arising from any Lien Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness); (e) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which: (i) existing arises in the ordinary course of trading and/or by operation of Law; (ii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the Bank Group operated on a net balance basis; (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging); (iv) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the Bank Group; or (v) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or its Affiliate); provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in full; (f) which arises in respect of any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability; (g) over or affecting any asset acquired by a member of the Bank Group after the Original Execution Date and subject to which such asset is acquired, if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the Bank Group; and (ii) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) or (k) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any Person at the time such Person company which becomes a Subsidiary member of the BorrowerBank Group after the Original Execution Date, (ii) existing on any asset of any Person at the time where such Person Encumbrance is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset created prior to the acquisition thereof by the Borrower or any Subsidiary date on which such company becomes a member of the Borrower; providedBank Group, that any if: (i) such Lien Encumbrance was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date acquisition of such merger or the date of such acquisitioncompany; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. The Borrower will notSo long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will not permit procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its Subsidiaries toor their present or future business, createundertaking, incur, assume or suffer to exist any Lien on any of its assets or property now owned revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or hereafter acquired orthe Guarantor, except: as the case may be, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) Permitted Encumbrances; all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or (b) any Liens on any property such other Security Interest or asset other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Borrower or any Subsidiary existing on Noteholders; provided that, the Closing Date set forth on Schedule 7.2; provided, that such Lien foregoing provisions shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that Security Interest (i) such Lien secures Indebtedness permitted arising by Section 7.1(c), operation of law or (ii) such Lien attaches to such asset concurrently or within 90 days created by an entity which becomes a Subsidiary after the acquisition, improvement date of creation of such Security Interest where the Security Interest was not created in connection with or completion in contemplation of the construction thereof; (iii) such Lien entity becoming a Subsidiary and does not extend to or cover any other asset; and undertaking, assets or revenues (ivincluding any uncalled capital) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the BorrowerIssuer, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower Guarantor or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.their respective other Subsidiaries. In these Conditions:

Negative Pledge. The Neither the Borrower nor any Subsidiary of the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) any Liens on any property or asset securing the obligations of the Borrower or any a Subsidiary existing under Non-recourse Debt on the Closing Date set forth on Schedule 7.2; provided, that assets of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (iie) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a Subsidiary common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or the date of such merger collateralizing energy purchases or the date of such acquisitionsales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (ek) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the principal amount Section securing Debt of the Indebtedness secured thereby is Borrower and its Subsidiaries in an aggregate principal or face amount not increased and that at any such extension, renewal or replacement is limited to time exceeding 10% of Consolidated Net Tangible Assets of the assets originally encumbered therebyBorrower.

Negative Pledge. The Neither the Borrower nor any Subsidiary of the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) any Liens on any property or asset securing the obligations of the Borrower or any a Subsidiary existing under Non-Recourse Debt on the Closing Date set forth on Schedule 7.2; provided, that assets of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (iie) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a Subsidiary common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or the date of such merger collateralizing energy purchases or the date of such acquisitionsales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (ek) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the principal amount Section securing Debt of the Indebtedness secured thereby is Borrower and its Subsidiaries in an aggregate principal or face amount not increased and that at any such extension, renewal or replacement is limited to time exceeding 5% of Consolidated Total Capital of the assets originally encumbered therebyBorrower.

Negative Pledge. (i) The Borrower Issuer will not, and nor will not it permit any of its Subsidiaries Restricted Subsidiary to, create, incurissue, assume or suffer to exist guarantee any Lien on indebtedness for borrowed money secured by a mortgage, pledge, lien or other encumbrance of any nature (mortgages, pledges, liens and other encumbrances being hereinafter called “mortgage” or “mortgages”) upon any property of its assets the Issuer or property now owned any Restricted Subsidiary, or hereafter acquired orupon any shares of stock of any Restricted Subsidiary, exceptwithout in any such case effectively providing, concurrently with the issuance, assumption or guarantee of any such indebtedness for borrowed money, that the Notes (together with, if the Issuer shall so determine, any other indebtedness of the Issuer or such Restricted Subsidiary ranking equally with the Notes then existing or thereafter created) shall be secured equally and ratably with such indebtedness for borrowed money; provided, however, that the foregoing restrictions shall not apply to: (a1) Permitted Encumbrancesmortgages existing on 1 August, 2006; (b2) any Liens on any property mortgages to secure the payment of all or asset part of the Borrower purchase price of such property (other than property acquired for lease to a Person other than the Issuer or a Restricted Subsidiary) upon the acquisition of such property by the Issuer or a Restricted Subsidiary or to secure any indebtedness for borrowed money incurred or guaranteed by the Issuer or a Restricted Subsidiary prior to, at the time of, or within 60 days after the later of the acquisition, completion of construction or commencement of full operation of such property, which indebtedness for borrowed money is incurred or guaranteed for the purpose of financing all or any Subsidiary existing on part of the Closing Date set forth on Schedule 7.2purchase price thereof or construction thereof or improvements thereon; provided, however, that in the case of any such Lien acquisition, construction or improvement, the mortgage shall not apply to any property theretofore owned by the Issuer or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or asset the improvement, is located; (3) mortgages on the property of a Restricted Subsidiary on the Borrower or any date it became a Restricted Subsidiary; (c4) purchase mortgages securing indebtedness for borrowed money Liens upon or in any fixed or capital assets of a Restricted Subsidiary owing to secure the purchase price or the cost of construction or improvement of such fixed or capital assets Issuer or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsanother Restricted Subsidiary; (d5) any Lien (i) mortgages on property of a corporation existing on any asset of any Person at the time such Person becomes corporation is merged into or consolidated with the Issuer or a Restricted Subsidiary of the Borrower, (ii) existing on any asset of any Person or at the time such Person is merged with of a purchase, lease or into the Borrower or any Subsidiary other acquisition of the Borrower properties of a corporation or (iii) existing on any asset prior to the acquisition thereof firm as an entirety or substantially as an entirety by the Borrower Issuer or a Restricted Subsidiary; (6) any Subsidiary replacement or successive replacement in whole or in part of any mortgage referred to in the Borrowerforegoing clauses (1) to (5), inclusive; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; providedhowever, that the principal amount of the Indebtedness indebtedness for borrowed money secured thereby by the mortgage shall not be increased and the principal repayment schedule and maturity of such indebtedness shall not be extended and (i) such replacement shall be limited to all or a part of the property which secured the mortgage so replaced (plus improvements and construction on such property), or (ii) if the property which secured the mortgage so replaced has been destroyed, condemned or damaged and pursuant to the terms of the mortgage other property has been substituted therefor, then such replacement shall be limited to all or part of such substituted property; or (7) liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against the Issuer or any Restricted Subsidiary with respect to which the Issuer or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or liens incurred by the Issuer or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Issuer or such Restricted Subsidiary is a party; or (8) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease; and any other liens or charges incidental to the conduct of the business of the Issuer or any Restricted Subsidiary or the ownership of the property and assets of any of them which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of the Issuer, materially impair the use of such property in the operation of the business of the Issuer or such Restricted Subsidiary or the value of such property for the purposes of such business. (ii) Notwithstanding the foregoing provisions of this Condition 3(c), the Issuer and any one or more Restricted Subsidiaries may issue, assume or guarantee indebtedness for borrowed money secured by mortgages which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all the other outstanding indebtedness for borrowed money of the Issuer and its Restricted Subsidiaries secured by mortgages which is not increased and that any such extensionlisted in clauses (1) through (8) of subsection (i) of this Condition 3(c), renewal or replacement is limited does not at the time exceed 12 1/2 per cent. of the Consolidated Net Tangible Assets as determined by reference to the audited consolidated financial statements of the Issuer as of the end of the fiscal year preceding the date of determination. (iii) For the purposes of this Condition 3(c) only, “Consolidated Net Tangible Assets” means the total amount of assets originally encumbered thereby(less depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset amounts under generally accepted accounting principles in the United States) which under generally accepted accounting principles in the United States would be included on a balance sheet of the Issuer and its Restricted Subsidiaries, after deducting therefrom (i) all liability items except indebtedness (whether incurred, assumed or guaranteed) for borrowed money maturing by its terms more than one year from the date of creation thereof or which is extendible or renewable at the sole option of the obligor in such manner that it may become payable more than one year from the date of creation thereof, shareholders’ equity and reserves for deferred income taxes, (ii) all goodwill, trade names, trademarks, patents, unamortised debt discount and expense and other like intangibles, which in each case would be so included on such balance sheet, and (iii) amounts invested in, or equity in the net assets of, Non-Restricted Subsidiaries.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries Consolidated Subsidiary to, create, incur, assume or suffer to exist any Lien securing Debt or Derivative Obligations on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $60,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary Lien existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary Consolidated Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowerpurchase price or cost of construction of such asset, provided that such Lien attaches to such asset within 270 days after the acquisition or completion of construction and commencement of full operations thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is acquired by, merged into or consolidated with or into the Borrower or a Consolidated Subsidiary; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary or Debt is not increased and is not secured by any additional assets; (g) Liens on real property (and ancillary personalty) not otherwise permitted by the date foregoing clauses of such merger or the date of such acquisitionthis Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $75,000,000; and (eh) extensionsLiens on cash and cash equivalents securing Derivatives Obligations, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, provided that the principal aggregate amount of the Indebtedness secured thereby is not increased cash and that any cash equivalents subject to such extension, renewal or replacement is limited to the assets originally encumbered therebyLiens may at no time exceed $25,000,000.

Negative Pledge. The Borrower After the Closing Date, Parent will not, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist be created any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) any Permitted Encumbrances; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring, constructing or improving such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition, construction or improvement thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower Parent or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Parent or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 5.08; provided that such Debt is not increased and is not secured by any such Lien secures only those obligations additional assets; (g) Liens arising in the ordinary course of its business which it secures (i) do not secure Debt and (ii) do not secure any single obligation (or any group of related obligations) in an amount exceeding $100,000,000; (h) Liens existing on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionClosing Date and set forth on Schedule 5.08 hereto; and (ei) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that Section 5.08 securing Debt in an aggregate principal amount at any time outstanding under this Section 5.08(i) together with the aggregate principal amount of the Indebtedness secured thereby is unsecured Debt of non-Credit Parties outstanding pursuant to Section 5.09(g), not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyexceed 10% of Adjusted Consolidated Net Worth.

Negative Pledge. The Borrower Neither the Company nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (aA) Permitted EncumbrancesLiens existing on June 30, 2000 securing Debt outstanding on June 30, 2000 in an aggregate principal amount not exceeding $50,000,000; (bB) any Liens Lien existing on any property or asset of any entity at the Borrower or any time such entity becomes a Consolidated Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (cC) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred assumed solely for the purpose of financing all or any part of the acquisition, construction cost of acquiring such asset (or improvement of acquiring a corporation or other entity which owned such fixed or capital assets (including Liens securing any Capital Lease Obligationsasset); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days after the such acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (dD) any Lien (i) existing on any asset of any Person entity existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person entity is merged or consolidated with or into the Borrower Company or a such Consolidated Subsidiary and not created in contemplation of such event; (E) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any a Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (F) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section; provided that such Debt is not increased and is not secured by any additional assets; (G) any Lien in favor of the holder of indebtedness (or any Person becomes a Subsidiary or entity acting for or on behalf of such holder) arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings and no Default under Section 6.01(J) shall have occurred and is continuing in connection therewith; (H) Liens incidental to the normal conduct of its business or the date ownership of such merger its assets which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $100,000,000 and (iii) do not in the aggregate materially detract from the value of the assets of the Company and its Consolidated Subsidiaries taken as a whole or in the date aggregate materially impair the use thereof in the operation of such acquisitionthe business of the Company and its Consolidated Subsidiaries taken as a whole; and (eI) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens securing Debt which are not otherwise permitted by the foregoing clauses of this Section; provided, provided that (i) the aggregate outstanding principal amount of Debt secured by all such Liens on current assets shall not at any time exceed 20% of Consolidated Current Assets and (ii) the Indebtedness aggregate outstanding principal amount of Debt secured thereby is by all such Liens (including Liens referred to in clause (i) of this proviso) shall not increased and that at any such extension, renewal or replacement is limited to time exceed the assets originally encumbered therebysum of (A) 20% of Consolidated Current Assets plus (B) 3% of Consolidated Net Worth.

Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Liens on any property or asset of the Borrower or any Subsidiary Lien existing on the Closing Date set forth date of this Agreement, listed on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset 5.06 and securing Debt outstanding on the date of the Borrower or any Subsidiarythis Agreement in a principal amount of at least $1,000,000 individually; (c) purchase money Liens upon or any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in any fixed or capital assets to secure the purchase price or the cost of construction or improvement contemplation of such fixed event; (d) any Lien on any asset securing Debt incurred or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary or Debt is not increased (other than any increase reflecting the date costs of such merger refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the date ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such acquisitionLiens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (em) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal amount of the Indebtedness secured thereby is at any time outstanding not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyexceed $50,000,000.

Negative Pledge. The Borrower Neither the Company nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date hereof securing Debt outstanding on the date hereof in an aggregate principal amount not exceeding $25,000,000; (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower Company or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary Debt is not increased and is not secured by any additional assets; (g) any Lien arising pursuant to any order of attachment or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (h) Liens incidental to the conduct of its business or the date ownership of its assets which (i) do not secure Debt or Derivatives Obligations and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such merger or the date of such acquisitionLiens may at no time exceed $25,000,000; and (ej) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal amount at any time outstanding not to exceed 5% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Assets.

Negative Pledge. The Borrower will notshall not create or permit to subsist any mortgage, and will not permit pledge, lien, charge, assignment, hypothecation or any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on other security interest over any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances; (bi) any Liens mortgage, pledge, Lien, charge, assignment, hypothecation or any other security interest on any property or asset Asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; providedExecution Date, that such Lien shall as listed in Exhibit E; (ii) Liens arising in the ordinary course of business which do not apply secure Indebtedness which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property or Assets subject to any other property such Liens; (iii) any Lien existing on any Property or asset Asset prior to the acquisition thereof by the Borrower or existing on any Property or Asset of any person that becomes a Subsidiary or consolidates with the Borrower after the Execution Date prior to the time such person becomes a Subsidiary or consolidates with the Borrower; (iv) Liens on fixed or capital Assets acquired, constructed or improved by the Borrower and Liens on Assets securing obligations assumed by the Borrower in order to finance the purchase of such Assets; (v) Liens securing capital lease obligations; (vi) any Lien created in connection with derivatives transactions of the Borrower or any Subsidiary; (cvii) purchase money any Lien on any Property or Asset of the Borrower to be granted in connection with other long terra Indebtedness, not in excess of 20% of the aggregate value of the whole Assets of the Borrower; and (viii) Liens upon or in any fixed or capital assets to secure not otherwise permitted by the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that foregoing paragraphs (i) such Lien secures Indebtedness permitted by Section 7.1(c), through (iivii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion extent securing outstanding obligations not in excess of 20% of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) aggregate value of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary whole Assets of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into subject to the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior granting similar liens to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyLender.

Negative Pledge. The Parent and the Borrower will not, and the Borrower will not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement granted by Parent, the Borrower or any Restricted Subsidiary and securing Indebtedness or other obligations outstanding on the date of this Agreement; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged or consolidated with or into Parent, the Borrower or any Restricted Subsidiary and not created in contemplation of the Borrower or such event; (iiic) any Lien existing on any asset prior to the acquisition thereof by Parent, the Borrower or any Restricted Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (d) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 365 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness or other obligations secured by any Lien otherwise permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) clauses of this SectionSection 5.08; provided, provided that the principal amount of such Indebtedness or the Indebtedness secured thereby amount of such other obligation, as applicable, is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings that are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments that do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (l) other Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of business of Parent, the Borrower or such Restricted Subsidiary that (i) do not secure Indebtedness, (ii) do not secure obligations in an aggregate amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower, and (iii) do not in the aggregate materially detract from the value of the assets of Parent, the Borrower or such Restricted Subsidiary or materially impair the use thereof in the operation of its business; (m) Liens required pursuant to the terms of this Agreement; (n) Liens on Permitted Cash Collateral securing only Cash Collateralized Term Loans; (o) Liens on and pledges of the Equity Securities of any joint venture owned by Parent, the Borrower or any Restricted Subsidiary (other than any such extension, renewal or replacement joint venture that is limited a Consolidated Subsidiary) to the assets originally encumbered therebyextent securing Indebtedness of such joint venture that is non-recourse to Parent, the Borrower or any Restricted Subsidiary; (p) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by Parent, the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (q) Liens incurred in the ordinary course of business to secure liability for premiums to insurance carriers or to maintain self-insurance; (r) Liens in favor of Parent, the Borrower or any of its wholly-owned Restricted Subsidiaries; (s) rights of first refusal entered into in the ordinary course of business; (t) any letter of credit issued for the account of the Borrower, Parent or any of their Affiliates to secure Indebtedness under tax free financings; and (u) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing obligations in an aggregate principal or face amount at any date not to exceed 15% of Consolidated Net Tangible Assets; provided, for the purposes of this Section 5.08(u), with respect to any such secured Indebtedness of a non-wholly owned Subsidiary of Parent with no recourse to Parent or any wholly-owned Subsidiary thereof, only that portion of such Indebtedness reflecting Parent’s pro rata ownership interest therein shall be included in calculating compliance herewith.

Negative Pledge. The Neither the Borrower nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the Mortgaged Property; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth date of this Agreement securing other Debt outstanding on Schedule 7.2; provided, that such Lien shall the date of this Agreement in an aggregate principal or face amount not apply to any other property or asset of the Borrower or any Subsidiaryexceeding $100,000,000; (c) purchase money Liens upon or any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in any fixed or capital assets to secure the purchase price or the cost of construction or improvement contemplation of such fixed event; (d) any Lien on any asset securing Debt incurred or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (f) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure, in the case of judgments or orders, obligations in an aggregate amount exceeding $100,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000 and provided further that the sum of (x) such aggregate amount and (y) the aggregate amount of Debt secured as permitted by clause (j) below does not at any date exceed 20% of such merger or the date of such acquisitionConsolidated Tangible Net Worth; and (ej) extensionsLiens not otherwise permitted by the foregoing clauses of this Section securing Debt, renewals, provided that the sum of (x) the principal or replacements face amount of any Lien such Debt and (y) the aggregate amount of cash and cash equivalents referred to in paragraphs clause (ai) through (d) above does not at any date exceed 20% of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Tangible Net Worth.

Negative Pledge. The Borrower will not, and nor will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Borrower or any of its assets or property Subsidiaries, whether now owned or hereafter acquired oracquired, except: (ai) Liens created for the benefit of the Lenders; (ii) Liens existing on the date of this Agreement; (iii) Permitted Encumbrances; (biv) any Liens on any property or asset (A) of a Subsidiary to secure only obligations owing to the Borrower or any another such Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (cB) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person which becomes a Subsidiary after the date of this Agreement, provided that such Liens in this clause (B) are in existence at the time such Person becomes a Subsidiary of and were not created in anticipation thereof; (v) Liens upon real and/or tangible personal property acquired after the Borrowerdate hereof (by purchase, (iiconstruction or otherwise) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of its Subsidiaries, each of which Liens either (A) existed on such property before the Borrower; provided, that any such Lien time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the contemplation purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such property; provided that no such Lien shall extend to or cover any property of the foregoing Borrower or such Subsidiary other than the property so acquired and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Sectionimprovements thereon; provided, further, that the principal amount of the Indebtedness secured thereby is not increased and that by any such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Borrower) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 18 months of acquisition thereof; (vi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower or any Subsidiary under such lease; (vii) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the execution or other enforcement of such Liens in an aggregate amount exceeding $50,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the Liens permitted in the foregoing clauses (i) through (viii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Borrower and any of its Subsidiaries, provided that the aggregate amount of Indebtedness secured by Liens pursuant to this clause (ix) shall not at any time exceed $250,000; (x) any extension, renewal or replacement is limited replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property); and (xi) additional Liens upon real and/or personal property of the assets originally encumbered thereby.Borrower or any of its Subsidiaries created after the date hereof so long as Unsecured Debt (as defined below) shall not, at any time, exceed Eligible Assets (as defined below). For the purposes of Section 5.02(a)(xi):

Negative Pledge. The After the Closing Date, neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted Encumbrancesany Lien existing prior to the Closing Date securing Debt; (b) any Liens Lien on any property or asset of bonds issued by the Borrower or any Subsidiary existing on Metrocrest Hospital Authority (and related proceeds and other distributions) granted to secure the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply Borrower's obligations under the Metrocrest Reimbursement Agreement and the Securities Pledge and Security Agreement referred to any other property or asset of the Borrower or any Subsidiarytherein; (c) purchase money Liens upon any Lien arising out of the refinancing, extension, renewal or in refunding of any fixed or capital assets to secure Debt secured by any Lien permitted by clause (a) above; provided that (i) the purchase price or the cost of construction or improvement principal amount of such fixed Debt is not increased and (ii) such Debt is not secured by any additional assets; (d) if the letters of credit issued pursuant to the Metrocrest Reimbursement Agreement are replaced by other letters of credit issued for the same purpose, any Lien securing the Borrower's obligations under the reimbursement agreement relating to such replacement letters of credit; provided that (i) the aggregate amount of such letters of credit does not exceed $70,000,000 and (ii) the Borrower's obligations under the related reimbursement agreement are not secured or capital required to be secured by any assets except the assets by which the Borrower's obligations under the Metrocrest Reimbursement Agreement are secured or required to secure Indebtedness be secured; (e) any Lien securing Non-Recourse Purchase Money Debt; (f) any Lien on assets of a Person which becomes a Subsidiary after the Closing Date; provided that such Lien secures only (i) Debt of such Person that is outstanding when such Person becomes a Subsidiary and was not created in contemplation of such event or (ii) Debt incurred solely for the purpose of financing refinancing Debt described in the acquisitionforegoing clause (i); (g) carriers', construction warehousemen's, mechanics', transporters, materialmen's, repairmen's or improvement other like Liens arising in the ordinary course of such fixed business; (h) any Lien imposed by any governmental authority for taxes, assessments, governmental charges, duties or capital assets (including Liens securing any Capital Lease Obligations)levies not delinquent or which are being contested in good faith and by appropriate proceedings; provided, provided that adequate reserves with respect thereto are maintained on the books of the Borrower and its Subsidiaries in accordance with GAAP; (i) such Lien secures Indebtedness Liens on cash and cash equivalents securing obligations of the Borrower and its Subsidiaries with respect to workers' compensation, malpractice and other insurance policies; (j) Liens arising in the ordinary course of business (other than Liens permitted by Section 7.1(cclause (g), (h) or (i) above) which (i) do not secure Financial Obligations and (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does do not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetssecure monetary obligations in an aggregate outstanding amount exceeding $70,000,000; (dk) Liens on cash and cash equivalents securing Hedging Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may not exceed $100,000,000 at any time; (l) any Lien on cash and cash equivalents securing LC Reimbursement Obligations pursuant to Section 6.03; (im) existing any Lien on an asset leased by the Borrower or a Subsidiary under a capital lease securing its obligations as lessee under such capital lease; (n) any Lien on any asset of any Person at the time such Person becomes a Subsidiary of securing Debt owed to the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (eo) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this SectionSection securing Debt; providedprovided that, that immediately after any such Debt is incurred, the sum of (i) the aggregate outstanding principal amount of all Debt secured pursuant to this clause (o) and (ii) without duplication, the Indebtedness secured thereby aggregate outstanding principal amount of Debt of Subsidiaries incurred in reliance on clause (g) of Section 5.08 shall not exceed 10% (or, if at such time the Borrower has Investment Grade Ratings from S&P and ▇▇▇▇▇'▇ and at least one such rating is not increased and that any BBB or Baa2 or better, 20%) of the Consolidated Net Worth of the Borrower at such extension, renewal or replacement is limited to the assets originally encumbered therebytime.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. The Neither the Borrower nor any Restricted Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement; (b) any Liens on any property or asset securing Debt of a Restricted Subsidiary owing to the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any another Restricted Subsidiary; (c) purchase money Liens upon or any Lien existing on any asset of any person at the time such person becomes a Subsidiary and not created in any fixed or capital assets to secure the purchase price or the cost of construction or improvement contemplation of such fixed event; (d) any Lien on any asset securing Debt incurred or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset (and/or, construction or improvement in the case of such fixed or capital the acquisition of a business, any Lien on the equity and/or assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(cof the acquired entity), (ii) provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person person existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person person is merged or consolidated with or into the Borrower or a Restricted Subsidiary and not created in contemplation of such event; (f) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens in favor of any customer (including any Governmental Authority) to secure partial, progress, advance or other payments or performance pursuant to any contract or statute or to secure any related indebtedness or to secure Debt guaranteed by a Governmental Authority; (i) Liens incurred in the ordinary course of business not securing Debt that do not impair in any material respect the usefulness in the business of the Borrower and its Restricted Subsidiaries of the assets to which such Liens attach; (j) carriers’, warehousemen’s, mechanics’, materialmen’s, suppliers’ or other similar Liens, in each case arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 days or are being contested in good faith by appropriate proceedings; (k) Liens for taxes, assessments or governmental charges or levies, in each case arising in the ordinary course of business securing obligations which are (i) not overdue or (ii) being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP; (l) Liens arising by operation of law in favor of any lender to the Borrower or any Restricted Subsidiary in the ordinary course of business constituting a banker’s lien or right of offset in moneys of the Borrower or a Restricted Subsidiary deposited with such lender in the ordinary course of business; (m) licenses or sublicenses of intellectual property in the ordinary course of business; (n) the interests of lessees, lessors, licensees and licensors under leases, subleases, licenses or sublicenses, as applicable, in, and the interest of managers or operators with respect to, real or personal property made in the ordinary course of business; (o) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (p) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement; (q) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j) or securing appeal bonds in respect of appeals being prosecuted in good faith; (r) pledges and deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or retirement benefits legislation or similar law or regulations; (s) Liens arising out of a conditional sale, title retention, consignment or similar arrangement for the sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (t) Liens that are contractual rights of set-off (i) relating to the establishment of depositary relations with banks or other financial institutions not given in connection with the issuance of Debt, (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to agreements other than in connection with Debt or Derivatives Obligations entered into by the Borrower or any of its Restricted Subsidiaries; (u) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (v) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (w) Liens securing Debt equally and ratably securing the Loans and such Debt; provided that the Required Lenders may, in their sole discretion, refuse to take any Lien on any asset (which refusal will not limit the Borrower’s or any Restricted Subsidiary’s ability to incur a Lien otherwise permitted by this Section 5.08(w)); such Lien may equally and ratably secure the Loans and any such Lien secures only those other obligation of the Borrower or any of its Subsidiaries, other than an obligation that is subordinated to the Loans; (x) Liens securing contingent obligations which it secures on in an aggregate principal amount not to exceed $50,000,000; (y) Liens not otherwise permitted by the foregoing clauses of this Section securing obligations in an aggregate principal or face amount at any date that such Person becomes a Subsidiary or not to exceed at the date time of such merger or incurrence the date greater of such acquisition12.5% of Consolidated Net Worth and $800,000,000; and (ez) extensionsLiens on accounts receivable and related assets securing obligations under the Borrower’s Securitization Facility in an aggregate amount not to exceed $500,000,000. For the avoidance of doubt, renewalsthe creation of a security interest arising solely as a result of, or replacements the filing of UCC financing statements in connection with, any sale by the Borrower or any of its Subsidiaries of accounts receivable not prohibited by Section 5.07 shall not constitute a Lien referred to in paragraphs (a) through (d) of prohibited by this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebycovenant.

Negative Pledge. The Borrower Neither a Credit Party nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the Effective Date and listed on Schedule 5.9 hereto; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring such asset, provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 90 days after the acquisition thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower a Credit Party or its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any Subsidiary other asset of the Borrower such Credit Party or its Subsidiaries; (iiie) any Lien existing on any asset prior to the acquisition thereof by the Borrower a Credit Party or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in contemplation of such acquisition; (f) any Lien arising out of the contemplation refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that the amount of such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $5,000,000 and (iii) do not in the aggregate materially detract from the value of the assets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.15(iv) hereof; (j) Liens incurred or deposits or pledges (1) made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, (ii) to secure the payment or performance of tenders, statutory or regulatory obligations, bids, leases, contracts (including contracts to provide customer care services, billing services, transaction processing services and other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or requested by the United States, any State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the foregoing and in connection with any contract or statute (exclusive of obligations for the payment of borrowed money), or (iii) to cover anticipated costs of future redemptions of awards under loyalty marketing programs; or (2) required or requested by any regulatory authority having jurisdiction over any Insured Subsidiary in favor of any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary regulatory authority or the date of such merger its nominee or the date of such acquisitionmade to comply or maintain compliance with Section 5.16 or any similar provision or agreement; and (ek) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; providedSection 5.9 securing Debt in an aggregate principal or face amount at any date not to exceed $250,000,000. In each case set forth above, that the principal amount of the Indebtedness secured thereby is not increased and that notwithstanding any such extension, renewal or replacement is limited to stated limitation on the assets originally encumbered therebythat may be subject to such Lien, a Lien on a specified asset or group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances; (b) any Liens on any property or asset assets of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c7.1(d), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; (e) Liens securing Indebtedness permitted under Section 7.1; (f) Liens or pledges of securities of the Borrower or any Subsidiary to governmental agencies pursuant to the Borrower’s or any Subsidiary’s insurance program; (g) Rights reserved or vested in governmental authority which do not materially impair the use of such property; and (eh) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (dg) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. The Neither the Borrower nor any Restricted Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement; (b) any Liens on any property or asset securing Debt of a Restricted Subsidiary owing to the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any another Restricted Subsidiary; (c) purchase money Liens upon or any Lien existing on any asset of any person at the time such person becomes a Subsidiary and not created in any fixed or capital assets to secure the purchase price or the cost of construction or improvement contemplation of such fixed event; (d) any Lien on any asset securing Debt incurred or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset (and/or, construction or improvement in the case of such fixed or capital the acquisition of a business, any Lien on the equity and/or assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(cof the acquired entity), (ii) provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person person existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person person is merged or consolidated with or into the Borrower or a Restricted Subsidiary and not created in contemplation of such event; (f) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (h) Liens in favor of any customer (including any Governmental Authority) to secure partial, progress, advance or other payments or performance pursuant to any contract or statute or to secure any related indebtedness or to secure Debt guaranteed by a Governmental Authority; (i) Liens incurred in the ordinary course of business not securing Debt which do not impair in any material respect the usefulness in the business of the Borrower and its Restricted Subsidiaries of the assets to which such Liens attach; materialmen’s, suppliers’, tax or other similar Liens arising in the ordinary course of business securing obligations which are not overdue or are being contested in good faith by appropriate proceedings; Liens arising by operation of law in favor of any lender to the Borrower or any Restricted Subsidiary in the ordinary course of business constituting a banker’s lien or right of offset in moneys of the Borrower or a Restricted Subsidiary deposited with such lender in the ordinary course of business; and appeal bonds in respect of appeals being prosecuted in good faith; (j) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $50,000,000; (k) Liens securing Debt equally and ratably securing the Loans and such Debt; provided that the Required Lenders may, in their sole discretion, refuse to take any Lien on any asset (which refusal will not limit the Borrower’s or any Restricted Subsidiary’s ability to incur a Lien otherwise permitted by this Section 5.08(k)); such Lien may equally and ratably secure the Loans and any such Lien secures only those other obligation of the Borrower or any of its Subsidiaries, other than an obligation that is subordinated to the Loans; (l) Liens securing contingent obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionin an aggregate principal amount not to exceed $25,000,000; and (em) extensionsLiens not otherwise permitted by the foregoing clauses of this Section securing obligations in an aggregate principal or face amount at any date not to exceed at the time of incurrence the greater of 12.5% of Consolidated Net Worth or $75,000,000. For the avoidance of doubt, renewalsthe creation of a security interest arising solely as a result of, or replacements the filing of UCC financing statements in connection with, any sale by the Borrower or any of its Subsidiaries of accounts receivable not prohibited by Section 5.07 shall not constitute a Lien referred to in paragraphs (a) through (d) of prohibited by this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebycovenant.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the priority of payments set forth in Section 2.22 or Section 8.2 of this Agreement; (b) Permitted Encumbrances; (bc) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (cd) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 180 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the principal amount of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior Liens securing Indebtedness permitted pursuant to the acquisition thereof by the Borrower or any Subsidiary of the BorrowerSection 7.1(f); provided, that any such Lien was does not created in extend to any assets other than the contemplation of any assets of the foregoing and any such Lien secures only those obligations Person which it secures on the date that such Person becomes a Subsidiary or after the date of such merger or the date of such acquisitionthis Agreement; and (ef) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (de) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens granted by the Borrower existing as of the Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary[Reserved]; (c) purchase money Liens upon any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower and not created in any fixed or capital assets to secure the purchase price or the cost of construction or improvement contemplation of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsevent; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section; provided that such Person becomes a Subsidiary Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the date ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such merger Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at the time of issuance, a Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of such acquisitionthe Consolidated Net Assets of the Borrower; (p) Liens on fuel used by the Borrower in its power generating business; and (eq) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited Liens on regulatory assets up to the assets originally encumbered therebyamount approved by state legislatures and/or regulatory orders.

Negative Pledge. The Neither such Borrower nor any Subsidiary of such Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) any Liens on any property arising pursuant to securitization of accounts receivable in respect of recovery by ConEd or asset O&R of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; providedElectric and/or Steam Stranded Cost and Liens in connection with up to $46,300,000 aggregate principal amount of 5.22% Transition Bonds, that such Lien shall not apply to any other property or asset Series 2004-1 of the Borrower or any SubsidiaryRockland Electric Transition Funding LLC; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (iie) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a Subsidiary common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or the date of such merger collateralizing energy purchases or the date of such acquisitionsales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (ek) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt of such Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of the Indebtedness secured thereby is not increased and that any Consolidated Total Capital of such extension, renewal or replacement is limited to the assets originally encumbered therebyBorrower.

Negative Pledge. The Borrower Borrowers will not, and will not permit any of its their respective Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the priority of payments set forth in Section 2.21 of this Agreement; (b) Permitted Encumbrances; (bc) any Liens on any property or asset of the any Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the any Borrower or any Subsidiary; (cd) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the a Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the any Borrower or any Subsidiary of the a Borrower or (iii) existing on any asset prior to the acquisition thereof by the any Borrower or any Subsidiary of the a Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and; (ef) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (de) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased increased, other than as to the capitalization of interest and fees, and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (g) other Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $200,000.

Negative Pledge. The Neither the Borrower nor any Significant Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business (including, without limitation, Liens on assets securing Debt, interest on which is exempt from federal income tax (“Exempt Debt”); Liens for taxes, assessments or government charges; Liens arising out of the existence of judgments not constituting an Event of Default; statutory and contractual landlords’ liens under leases; Liens in favor of customs and revenue authorities arising as a Subsidiary matter of law to secure the payment of customs duties; and Liens arising out of claims under any Environmental Law provided such Liens are being contested in good faith) which (i) do not secure Debt (other than Exempt Debt) or Derivatives Obligations and (ii) do not in the date aggregate materially detract from the value or materially impair the use of the assets of the Borrower and its Subsidiaries, taken as a whole; (h) Liens securing Derivatives Obligations, provided that the aggregate amount of assets subject to such merger or the date of such acquisitionLiens may at no time exceed $300,000,000; and (ei) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal or face amount at any date not to exceed 25% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Total Assets.

Negative Pledge. The Borrower So long as any of the Notes remains outstanding (as defined in the Trust Deed), no relevant Obligor will not(except as otherwise required by law or a court of competent jurisdiction) create or permit to subsist any Security upon, and will not permit or with respect to, any of its Subsidiaries present or future assets or revenues to secure any existing or future Relevant Indebtedness of any person (or to secure any guarantee given by any relevant Obligor of any Relevant Indebtedness of any person), unless such Obligor shall, simultaneously with, or prior to, createthe creation of such Security, incurtake any and all action necessary to procure that all amounts payable by any relevant Obligor under the Notes, assume the Coupons and the Trust Deed are secured equally and rateably therewith by such Security in the same manner or suffer in a manner satisfactory to exist any Lien on any the Trustee or that such other Security is provided as the Trustee shall, in its absolute discretion, deem not materially less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of its assets or property now owned or hereafter acquired or, exceptthe Noteholders. The foregoing shall not apply to: (ai) Permitted Encumbrancesany Security created by any relevant Obligor after the date of issue of the Notes in substitution for any Security created by a company which becomes a Subsidiary (as defined in the Trust Deed) of such Obligor after the date of issue of the Notes (if such last-mentioned Security shall have been created prior to the date of, and not in contemplation of, such company becoming a Subsidiary of such Obligor) the value of which does not materially exceed the then current value of the Security for which it is being substituted; (bii) any Liens on Security created by any property relevant Obligor (whether prior to, simultaneously with or asset following the issue of the Borrower Relevant Indebtedness) upon an amount of assets with a value not exceeding the amount of the proceeds or the anticipated proceeds of, or upon the proceeds (or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property part or asset parts of the Borrower proceeds) of, or upon any assets, returns, revenues or other benefits acquired or to be acquired with, or relating to, the proceeds (or any Subsidiary; (c) purchase money Liens upon part or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion parts of the construction thereof; (iiiproceeds) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiringof, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionRelevant Indebtedness; and (eiii) extensions, renewals, any Security relating to any loan or replacements other indebtedness which does not wholly come within the definition of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Relevant Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyset out below.

Negative Pledge. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the priority of payments set forth in Section 2.22 or Section 8.2 of this Agreement; (b) Permitted Encumbrances; (bc) any Liens on any property or asset of the Borrower or any Restricted Subsidiary existing on the Closing Third Amendment Effective Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary; (cd) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 180 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the principal amount of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsassets on the date of such acquisition, construction or improvement; (de) Liens on property or Capital Stock of any Lien Person that becomes a Restricted Subsidiary after the Third Amendment Effective Date in accordance with the terms of this Agreement; provided that such Liens (i) existing on any asset of any Person exist at the time such Person becomes a Restricted Subsidiary and are not created in contemplation of the Borroweror in connection with such Person becoming a Restricted Subsidiary, (ii) existing do not extend to any property owned by the Borrower or its other Restricted Subsidiaries and (iii) the aggregate principal amount of Indebtedness does not exceed the amount permitted pursuant to Section 7.1(f); (f) Liens on any asset of any Person property at the time such Person is merged the Borrower or any of its Restricted Subsidiaries acquires the property (including by way of merger with or into the Borrower or any Subsidiary Subsidiary); provided that such Liens (i) exist at the time of the Borrower such acquisition and are not created in contemplation or in connection with such acquisition, and (iiiii) existing on do not extend to any asset prior to the acquisition thereof other property owned by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; andits Restricted Subsidiaries; (eg) Refinancings, extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (df) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, extension, renewal or replacement and by an amount equal to any accrued and unpaid interest and fees thereon and that any such refinancing, extension, renewal or replacement is limited to the assets originally encumbered thereby; (h) Liens securing any Indebtedness permitted by any of Sections 7.1(i), 7.1(j), 7.1(k), and 7.1(l), subject to the terms and conditions of such Section; provided, that such Liens securing any Indebtedness permitted by Section 7.1(j) or 7.1(k) may only extend to property and Capital Stock of Foreign Subsidiaries; (i) Liens securing Indebtedness permitted by this Agreement (which may include Indebtedness for borrowed money, to the extent permitted by this Agreement), in an amount at any time outstanding not to exceed the greater of (x) $50,000,000 and (y) 15% of LTM Consolidated EBITDA (as of the date incurred); and (j) Liens securing Indebtedness (other than for borrowed money) in an aggregate principal amount outstanding at any time that does not exceed $5,000,000 and such Liens do not encumber the Capital Stock of any Subsidiary.

Negative Pledge. The Borrower Company will not, and will not permit any of its Subsidiaries Material Subsidiary to, create, incur, assume or suffer to exist any Lien securing Debt on any of its assets or property now owned or hereafter acquired orRestricted Property, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes (or merges or combines with) a Material Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (and improvements thereto and proceeds thereof) securing Debt incurred or assumed for the purpose of financing all or any part of the Borrower, cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within one year after the acquisition thereof; (d) any Lien on any improvements constructed on any property of the Company or any such Material Subsidiary and any theretofore unimproved real property on which such improvements are located securing Debt incurred for the purpose of financing all or any part of the cost of constructing such improvements; provided that such Lien attaches to such improvements within one year after the later of (i) completion of construction of such improvements and (ii) existing on commencement of full operation of such improvements; (e) any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any a Material Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) Liens on property of the Company or a Material Subsidiary in favor of any Governmental Authority to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens; (g) Liens resulting from judgments that have been stayed or bonded or not exceeding $500,000,000; (h) Liens on property of any Material Subsidiary in favor of the Company and/or one or more Material Subsidiaries; (i) any Lien created or subsisting in order to comply with Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or pursuant to Section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV); (j) any Lien entered into by the Company or any Material Subsidiary in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and any Lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom the Company or the relevant Material Subsidiary maintains a banking relationship in the ordinary course of business; (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed the greater of (x) 15% of Consolidated Net Tangible Assets (measured at the time of incurrence of such Debt) and (y) $7,500,000,000; and (l) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section 5.03; provided that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby Debt is not increased and that is not secured by any such extension, renewal or replacement is limited to the additional assets originally encumbered therebyother than improvements thereon and proceeds thereof.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens granted by the Borrower existing on the date of this Agreement securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged or consolidated with or into the Borrower or and not created in contemplation of such event; (c) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (d) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section; provided that such Person becomes a Subsidiary Indebtedness is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the date ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such merger Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) Liens incurred or deposits made in the date ordinary course of such acquisitionbusiness (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments which do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (l) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (m) Liens required pursuant to the terms of this Agreement and the Related Agreement; and (en) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing obligations in an aggregate principal or face amount of the Indebtedness secured thereby is at any date not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyexceed $500,000,000.

Negative Pledge. The Borrower Guarantor will not, and nor will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Guarantor or any of its assets or property Subsidiaries, whether now owned or hereafter acquired oracquired, except: (ai) Liens created for the benefit of the Lenders; (ii) Liens existing on December 11, 2006; (iii) Permitted Encumbrances; (biv) any Liens on any property or asset of a Subsidiary of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets Guarantor to secure only obligations owing to the purchase price Guarantor or the cost of construction another such Subsidiary or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset property of any Person which becomes a Subsidiary of the Guarantor after December 11, 2006, provided that such Liens are in existence at the time such Person becomes a Subsidiary of the BorrowerGuarantor and were not created in anticipation thereof; (v) Liens upon real and/or tangible personal property acquired after December 11, 2006 (iiby purchase, construction or otherwise) existing by the Guarantor or any of its Subsidiaries, each of which Liens either (A) existed on any asset of any Person at such property before the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the its acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien and was not created in anticipation thereof, or (B) was created solely for the contemplation purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such property; provided that no such Lien shall extend to or cover any property of the foregoing Guarantor or such Subsidiary other than the property so acquired and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Sectionimprovements thereon; provided, further, that the principal amount of the Indebtedness secured thereby is not increased and that by any such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Guarantor) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 18 months of acquisition thereof; (vi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower, the Guarantor or any Subsidiary under such lease; (vii) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the execution or other enforcement of such Liens in an aggregate amount exceeding $25,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the Liens permitted in the foregoing clauses (i) through (viii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Guarantor and any of its Subsidiaries, provided that the aggregate amount of Indebtedness secured by Liens pursuant to this clause (ix) shall not at any time exceed $250,000; (x) any extension, renewal or replacement is limited replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property), and (xi) additional Liens upon real and/or personal property of the assets originally encumbered thereby.Guarantor or any of its Subsidiaries created after December 11, 2006 so long as Unsecured Debt (as defined below) shall not, at any time, exceed Eligible Assets (as defined below). For the purposes of Section 5.02(a)(xi):

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens granted by the Borrower existing on the date of this Agreement securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Liens Lien on any property or asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (d) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, PROVIDED that such Person becomes a Subsidiary Indebtedness is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the date ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such merger Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) Liens incurred or deposits made in the date ordinary course of such acquisitionbusiness (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments which do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; and (el) extensionsother Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness, renewals, or replacements of (ii) do not secure any Lien referred to obligation in paragraphs (a) through (d) of this Section; provided, that the principal an amount of the Indebtedness secured thereby is exceeding $100,000,000 at any time at which Investment Grade Status does not increased and that any such extension, renewal or replacement is limited exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets originally encumbered therebyor materially impair the use thereof in the operation of its business.

Negative Pledge. The Neither Borrower and no Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted Encumbrances; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (b) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring such asset, provided, that such Lien attached to such asset concurrently with or within six months after the acquisition thereof; (iic) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (d) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) clauses of this Sectionsubsection 6.1; provided, that the principal amount of the Indebtedness secured thereby such Debt is not increased and that such Debt is not secured by any additional assets; (f) Permitted Encumbrances; (g) Liens to secure indebtedness of the pollution control or industrial revenue bond type and Liens in favor of the United States or any state thereof, or any department, agency, instrumentality or political subdivision of any such extensionjurisdiction, renewal to secure any Debt incurred for the purpose of financing all or replacement is limited any part of the purchase price or cost of constructing or improving the property subject thereto; and (h) Liens not otherwise permitted by the foregoing clauses of this subsection 6.1, securing Debt in an aggregate principal amount at any time outstanding not to the assets originally encumbered therebyexceed 10% of Consolidated Net Assets.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Liens securing the Obligations pursuant to the Loan Documents (if any); (b) Permitted Encumbrances; (bc) any Liens on any property or asset assets of the Borrower or any Subsidiary its Restricted Subsidiaries existing on the Closing Second Amendment Effective Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary; (cd) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Finance Lease ObligationsLiabilities) and extensions, renewals and replacements of any such Liens that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) (except by an amount no greater than accrued and unpaid interest with respect to such original Lien, any existing unutilized commitments thereunder and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing); provided, that (i) such Lien secures secured Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 270 days after the acquisition, improvement or completion of the construction thereof; , (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (f) Liens securing Acquired Indebtedness permitted under Section 7.1(i), provided that (i) such Liens do not at any time encumber any property other than property of the Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and (ii) such Liens shall exist prior to the applicable Permitted Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition; (g) Liens securing Indebtedness permitted by Section 7.1(j); (h) Liens in cash and Permitted Investments securing the reimbursement and related obligations under Additional Letters of Credit; (i) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; and (j) customary escrow arrangements and segregated accounts (to the extent such segregated account is deemed to have incurred an encumbrance in connection with any covenants applicable to the proceeds contained in such segregated account), in each case, permitted by the definition of Specified Cash.

Negative Pledge. The Neither the Borrower nor any Significant Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business (including, without limitation, Liens on assets securing Debt, interest on which is exempt from federal income tax (“Exempt Debt”); Liens for taxes, assessments or government charges; Liens arising out of the existence of judgments not constituting an Event of Default; statutory and contractual landlords’ liens under leases; Liens in favor of customs and revenue authorities arising as a Subsidiary matter of law to secure the payment of customs duties; and Liens arising out of claims under any Environmental Law provided such Liens are being contested in good faith) which (i) do not secure Debt (other than Exempt Debt) or Derivatives Obligations and (ii) do not in the date aggregate materially detract from the value or materially impair the use of the assets of the Borrower and its Subsidiaries, taken as a whole; (h) Liens securing Derivatives Obligations, provided that the aggregate amount of assets subject to such merger or the date of such acquisitionLiens may at no time exceed $300,000,000; and (ei) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing obligations (whether or not constituting Debt) in an aggregate principal or face amount at any date not to exceed 25% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Total Assets.

Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $25,000,000; (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $25,000,000 and (iii) do not in the date aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such merger or Liens may at no time exceed $25,000,000; (i) Liens securing obligations in respect of letters of credit issued pursuant to any of the date of such acquisitionRelated Documents; and (ej) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal or face amount at any date not to exceed 10% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Tangible Net Worth.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets Investment in a Subsidiary now directly owned or property hereafter directly acquired by the Borrower, except Liens created by the Collateral Documents and Liens described in clause (i) below. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any other asset now owned or hereafter acquired or, by it except: (a) Permitted EncumbrancesLiens created by the Collateral Documents; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth date of this Agreement that have attached (or that hereafter attach, pursuant to agreements in effect on Schedule 7.2; providedthe date hereof, that to assets not owned by Persons subject to such Lien shall agreements on the date hereof) securing Debt in an aggregate principal amount not apply to any other property or asset of the Borrower or any Subsidiaryexceeding $900,000,000; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien (created pursuant to an equipment trust agreement, conditional sale agreement, chattel mortgage or lease or otherwise) on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring, constructing or rebuilding such asset; (iie) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) Liens created, assumed or existing on assets associated with real estate development projects or development joint ventures; (h) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) clauses of this Section; provided, provided that the principal amount of the Indebtedness secured thereby such Debt is not increased and that is not secured by any such extensionadditional assets; (i) inchoate tax Liens; (j) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, renewal (ii) do not secure any obligation in an amount exceeding $600,000,000 and (iii) do not in the aggregate materially detract from the value of its material assets or replacement is limited to materially impair the assets originally encumbered thereby.use thereof in the operation of its business;

Negative Pledge. The Neither the Borrower nor any Significant Subsidiary (other than a Real Estate Subsidiary) will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement; (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Significant Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary Debt is not increased and is not secured by any additional assets; (g) Liens which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $100,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the date use thereof in the operation of such merger or the date of such acquisitionits business; and (eh) extensionsLiens securing Debt, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) which Liens are not otherwise permitted by the foregoing clauses of this Section; provided, that in no event shall the Liens permitted by this clause (h) secure Debt in an aggregate principal amount exceeding 15% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyAdjusted Consolidated Net Worth.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its their respective assets or property now owned or hereafter acquired or, except: (a) Liens created in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Loan Documents; (b) Permitted Encumbrances; (bc) a Lien securing a Hedging Agreement in favor of a current Lender, entered into in connection with interest rate risks with respect to this Agreement, which ranks pari passu with the Security Documents; (d) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (ce) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c7.1(f), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving acquiring such fixed or capital assets; (df) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (eg) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (df) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. The Borrower Neither the Company nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding US$10,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (other than Equity Interests or inventory) securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower Company or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any a Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to any Borrower or Subsidiary Guarantor; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien secures only those obligations which it secures on is not increased; (h) Liens incidental to the date that such Person becomes a Subsidiary conduct of its business or the date ownership of such merger its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the date use thereof in the operation of such acquisitionits business; (i) any Lien on Excess Margin Stock; (j) any Lien incurred with respect to Securitization Debt permitted under Section 5.21; and (ek) extensionsLiens not otherwise permitted by the foregoing clauses of this Section securing Debt (other than Revolving Loans) in an aggregate principal amount at any time outstanding which, renewals, or replacements together with the amount of any Lien referred to in Debt secured by Liens permitted by the foregoing paragraphs (a) through (d) i), does not exceed 10% of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Total Assets.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired oracquired, except: (a) Liens created in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Loan Documents; (b) Permitted Encumbrances; (bc) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that (i) such Lien shall not apply to any other property or asset of the Borrower or any SubsidiarySubsidiary and (ii) with respect to the Lien in favor of Bankers Softech, such Lien secures or relates only to an operating lease for which the aggregate amount to be paid thereunder does not exceed $350,000; (cd) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (ef) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (de) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. The Borrower Neither the Company nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted Encumbrancesany Lien created under the Loan Documents; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date date hereof securing Indebtedness outstanding on the date hereof and set forth on Schedule 7.26.02; (c) any Lien on any asset securing Indebtedness (including Capital Lease Obligations) incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; providedprovided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof, and, in addition, (i) any other Lien deemed to exist under a Capital Lease Obligation permitted under Sections 6.01 and 6.06 and (ii) any other Lien deemed to exist under a capital lease that does not constitute a Capital Lease Obligation; (d) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such corporation becoming a Consolidated Subsidiary, (ii) such Lien shall not apply to any other property or asset assets of the Borrower Company or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; Subsidiary and (iii) such Lien does shall secure only those obligations which it secures on the date such corporation becomes a Consolidated Subsidiary and extensions, renewals and replacements thereof that do not extend to any other asset; and (iv) increase the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsoutstanding principal amount thereof; (de) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower Company or any Consolidated Subsidiary and not created in contemplation of such event; provided that such Lien shall not extend to other properties or assets of the Company or any Subsidiary and shall secure only those obligations which it secures on the date of such merger or consolidation and extensions, renewals and replacements thereof that do not increase the Borrower or outstanding principal amount thereof; (iiif) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) clauses of this Section; provided, provided that the principal amount of the such Indebtedness secured thereby is not increased and is not secured by any additional assets; (h) Liens for taxes that any such extensionare not yet subject to penalties for non-payment or are being contested in good faith, renewal or replacement is limited minor survey exceptions or minor encumbrances, easements or other rights of others with respect to, or zoning or other governmental restrictions as to the assets originally encumbered thereby.use of, real property that do not, in the aggregate, materially impair the use of such property in the operation of the businesses of the Company and the Subsidiaries; (i) (x) Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is, in good faith, prosecuting an appeal or proceedings for review and (y) Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in any legal proceeding to which the Company or any Subsidiary is a party; provided that the Liens permitted by the foregoing clause (y) shall not secure obligations in an aggregate principal amount outstanding in excess of 5% of Consolidated Tangible Net Worth;

Negative Pledge. The Neither any Borrower nor any Subsidiary of any Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $135,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of a Borrower and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the Borrowerpurpose of financing all or any part of the cost of acquiring or constructing such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 90 days after the acquisition or completion of construction thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the a Borrower or any a Subsidiary of the a Borrower or and not created in contemplation of such event; (iiie) any Lien existing on any asset prior to the acquisition thereof by the a Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was a Borrower and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on clauses of this Section, PROVIDED that the date that such Person becomes a Subsidiary or the date proceeds of such merger Debt are used solely for the foregoing purpose and to pay financing costs and such Debt is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $100,000,000 and (iii) do not in the date aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such acquisitionLiens may at no time exceed $10,000,000; and (ei) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; providedSection securing Debt in an aggregate principal or face amount, that the principal together with all other Debt secured by Liens permitted under this Section 5.09(i), not to exceed an amount equal to 10% of Consolidated Net Worth (calculated as of the Indebtedness secured thereby is not increased and that any such extension, renewal last day of the fiscal quarter most recently ended on or replacement is limited prior to the assets originally encumbered therebydate of the most recent incurrence of such Debt).

Negative Pledge. The Borrower will not, and nor will not it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Borrower or any of its assets or property Subsidiaries, whether now owned or hereafter acquired oracquired, except: (ai) Liens created for the benefit of the Lenders; (ii) Liens existing on the date of this Agreement; (iii) Permitted Encumbrances; (biv) any Liens on any property or asset (A) of a Subsidiary to secure only obligations owing to the Borrower or any another such Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (cB) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person which becomes a Subsidiary after the date of this Agreement, provided that such Liens in this clause (B) are in existence at the time such Person becomes a Subsidiary of and were not created in anticipation thereof; (v) Liens upon real and/or tangible personal property acquired after the BorrowerEffective Date (by purchase, (iiconstruction or otherwise) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of its Subsidiaries, each of which Liens either (A) existed on such property before the Borrower; provided, that any such Lien time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the contemplation purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such property; provided that no such Lien shall extend to or cover any property of the foregoing Borrower or such Subsidiary other than the property so acquired and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Sectionimprovements thereon; provided, further, that the principal amount of the Indebtedness secured thereby is not increased and that by any such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Borrower) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 18 months of acquisition thereof; (vi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower or any Subsidiary under such lease; (vii) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the execution or other enforcement of such Liens in an aggregate amount exceeding $50,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the Liens permitted in the foregoing clauses (i) through (viii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Borrower and any of its Subsidiaries, provided that the aggregate amount of Indebtedness secured by Liens pursuant to this clause (ix) shall not at any time exceed $250,000; (x) any extension, renewal or replacement is limited replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property); and (xi) additional Liens upon real and/or personal property of the assets originally encumbered thereby.Borrower or any of its Subsidiaries created after the Effective Date so long as Unsecured Debt (as defined below) shall not, at any time, exceed Eligible Assets (as defined below). For the purposes of Section 5.02(a)(xi):

Negative Pledge. The Neither the Borrower nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $25,000,000; (b) any Liens Lien existing on any property or specific fixed asset of any corporation at the Borrower or any time such corporation becomes a Consolidated Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any specific fixed asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring or constructing such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition, improvement acquisition or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any specific fixed asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any specific fixed asset prior to the acquisition thereof by the Borrower or any a Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien secures only those obligations which it secures on is not increased; (g) Liens incidental to the date that such Person becomes a Subsidiary conduct of its business or the date ownership of such merger its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the date use thereof in the operation of such acquisitionits business; (h) any Lien on Margin Stock; (i) Debt owing to the Borrower or another Subsidiary; (j) Liens created under the Pledge Agreement and the other Loan Documents; and (ek) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that Section securing Debt (other than indebtedness represented by the Note) in an aggregate principal amount of the Indebtedness secured thereby is at any time outstanding not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyexceed $100,000.

Negative Pledge. The Borrower Neither the Company nor any Restricted Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $15,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary and not created in contemplation or as a result of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower Company or another Restricted Subsidiary and not created in contemplation or as a result of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any another Restricted Subsidiary of the Borrower; provided, that any such Lien was and not created in contemplation or as a result of such acquisition; (f) any Lien arising out of the contemplation refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary Debt is not increased beyond the then outstanding principal amount thereof and is not secured by any additional assets; (g) Liens incidental to the conduct of its business or the date ownership of its assets which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $10,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens created by any Restricted Subsidiary as security for Debt owing to the Company; (i) Liens created by the Company as security for Debt owing to Subsidiaries, but only if the only security for such Debt consists of Investments acquired by the Company solely from the proceeds of such merger or the date of such acquisition; andDebt; (ej) extensionsLiens on cash and cash equivalents securing Derivative Financial Products, renewals, or replacements provided that the aggregate amount of any Lien referred cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (k) in paragraphs addition to the Liens permitted by clauses (a) through (dj), inclusive, and (1) and (m) of this Section; provided, that a Lien on any asset securing Debt of the Company or any Restricted Subsidiary, in an aggregate outstanding principal amount at no time exceeding $10,000,000; (1) in addition to the Liens permitted by clauses (a) through (k), (m) and (n) of this Section, any Lien on real property leased by the Company or any Restricted Subsidiary pursuant to a capital lease (which capital lease was entered into in connection with a sale leaseback transaction whereby the Company or such Restricted Subsidiary, as the case may be, was the seller) securing Debt of the Indebtedness secured thereby is not increased and that any Company or such extensionRestricted Subsidiary, renewal or replacement is limited to as the assets originally encumbered thereby.case may be, in an aggregate outstanding principal amount at no time exceeding $50,000,000;

Negative Pledge. The Borrower Guarantor will not, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted Encumbrancesany Lien existing on any asset on the date hereof securing Debt outstanding on such date; (b) any Liens Lien existing on any property asset of, or capital stock of, or other ownership interest in, any Person (such capital stock and other ownership interests are collectively referred to herein as "STOCK") at the time such Person becomes a Subsidiary, which Lien was not created in contemplation of such event; (c) any Lien on any asset securing the payment of all or part of the Borrower purchase price of such asset upon the acquisition thereof by the Guarantor or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the Guarantor or a Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing on property) or the Closing Date set forth on Schedule 7.2commencement of full operation of such asset or property, whichever is later), which Debt is incurred or assumed for the purpose of financing all or part of the cost of acquiring such asset or, in the case of real property, construction or improvements thereon; providedPROVIDED, that in the case of any such acquisition, construction or improvement, the Lien shall not apply to any asset theretofore owned by the Guarantor or a Subsidiary, other property than assets so acquired, constructed or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimproved; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset or Stock of any Person at the time such Person is merged or consolidated with or into the Borrower Guarantor or any a Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such which Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; andevent; (e) extensions, renewals, any Lien existing on any asset or replacements Stock of any Person at the time of acquisition thereof by the Guarantor or a Subsidiary, which Lien referred to was not created in paragraphs contemplation of such acquisition; (f) any Lien arising out of the refinancing of any Debt secured by any Lien permitted by any of the subsections (a) through (de) of this Section; providedSection 5.10, that PROVIDED the principal amount of the Indebtedness secured thereby Debt is not increased and is not secured by any additional assets, except as provided in the last sentence of this Section 5.10; (g) any Lien to secure Debt of a Subsidiary to the Guarantor or to a Wholly-Owned Consolidated Subsidiary; (h) any Lien created pursuant to a Permitted Receivables Transaction; (i) any Lien in favor of any country (or any department, agency, instrumentality or political subdivision of any country) securing obligations arising in connection with partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or securing obligations incurred for the purpose of financing all or any part of the purchase price (including the cost of installation thereof or, in the case of real property, the cost of construction or improvement or installation of personal property thereon) of the asset subject to such Lien (including, but not limited to, any Lien incurred in connection with pollution control, industrial revenue or similar financings); (j) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any single obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (k) Liens not otherwise permitted by the foregoing clauses (a) through (j) of this Section 5.10 securing Debt (without duplication) in an aggregate principal amount at any time outstanding not to exceed an amount equal to the greater of (i) $300,000,000 or (ii) 3% of Consolidated Tangible Assets. It is understood that any such extension, renewal or replacement is limited Lien permitted to exist on any asset pursuant to the assets originally encumbered therebyforegoing provisions of this Section 5.10 may attach to the proceeds of such asset and, with respect to Liens permitted pursuant to subsections (a), (b), (d), (e), (f) (but only with respect to the refinancing of a Debt secured by a Lien permitted pursuant to subsections (a), (b), (d) or (e)) or (g) of this Section 5.10, may attach to an asset acquired in the ordinary course of business as a replacement of such former asset.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume Create or suffer to exist any Lien on or with respect to any of its assets or property properties, whether now owned or hereafter acquired oracquired, exceptor assign any right to receive income, other than: (ai) Permitted EncumbrancesLiens created pursuant to the Loan Documents; (bii) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b); (iii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that (A) are not overdue for a period of more than 30 days and (B) individually or together with all other Permitted Liens outstanding on any date of determination do not materially adversely affect the use of the property to which they relate; (iv) pledges or deposits in the ordinary course of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (v) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (vi) Liens securing judgments (or the payment of money) not constituting a Default under Section 6.01(f) or 6.01(g) or securing appeal or other surety bonds related to such judgments; (vii) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; (viii) Liens created or arising over any property (including Equity Interests of any Person) which is acquired, constructed or improved by such Loan Party; provided that (A) any such Lien is created or arises on or before 120 days after the completion of such acquisition, construction or improvement, (B) the Indebtedness secured thereby comprises only principal amounts raised for the purposes of such acquisition, construction or improvement, together with any costs, expenses, interest and fees incurred in relation thereto or a guaranty given in respect thereof and (C) any such Lien is confined solely to the property so acquired, constructed or improved, including any Equity Interest or other interest in any Person created for the purpose of acquiring, constructing or developing and holding such property; (ix) Liens on over any property or asset (including Equity Interests of any Person) at the time of the Borrower or acquisition of such property by such Loan Party; provided that (A) any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall was not (or is not) created in connection with or in contemplation of such acquisition, (B) such Lien does not apply to any other property of such Loan Party and (C) such Lien secures only those obligations which it secures on the date of such acquisition; (x) Liens on property (including Equity Interests) of another Person in existence at the time such other Person becomes a Subsidiary of a Loan Party; provided that (A) the Liens may not extend to any other property owned by such Person and (B) such Liens were not (or asset are not) created in connection with or in contemplation of the Borrower or any such Person becoming a Subsidiary; (cxi) Liens on the administrative office of the Borrower located at (A) Contralmirante Montero 500 and ▇▇▇, ▇▇. ▇▇▇▇▇ de la República 4667, 4675, 4673, 4681, 4685, 4691 and 4699 and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 905, 907, 909, 911, 915 and 925, Surquillo, Lima, Perú and (B) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇; (xii) Liens on property of Viva GyM S.A. solely in connection with financings for the purpose of construction, development or acquisition of a project or asset (including mortgages on or assignments in trust of real property, pledges or assignments in trust of such project cash flows or Equity Interests in entities formed in connection with such construction, development or acquisition and Liens on undeveloped land); (xiii) purchase money Liens upon or in any fixed real property or capital assets equipment acquired or held by such Loan Party in the ordinary course of business to secure the purchase price or the cost of construction or improvement of such fixed property or capital assets equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement acquisition of such fixed property or capital assets (including equipment, or Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person such property or equipment at the time of its acquisition (other than any such Person becomes a Subsidiary Liens created in contemplation of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior acquisition that were not incurred to finance the acquisition thereof by the Borrower of such property) or any Subsidiary of the Borrower; providedextensions, that any such Lien was not created in the contemplation renewals or replacements of any of the foregoing and any such Lien secures only those obligations which it secures on for the date that such Person becomes same or a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Sectionlesser amount; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; provided, further, that the aggregate principal amount of the Indebtedness secured thereby is by the Liens referred to in this clause (xiii) shall not increased and exceed the amount specified therefor in Section 5.02(b)(v)(C) at any time outstanding; (xiv) the Existing Liens; (xv) other Liens securing Indebtedness; provided that any such extension, renewal or replacement is limited the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (xv) shall not exceed (A) with respect to the assets originally encumbered Borrower, the amount specified therefore in Section 5.02(b)(v) (or its equivalent in other currencies) at any time outstanding and (B) with respect to any other Loan Party, an amount not to exceed U.S.$20,000,000 in the aggregate for such Loan Party (or its equivalent in other currencies) at any time outstanding; provided, further, that no such Lien shall extend to or cover any Collateral; and (xvi) the replacement, extension or renewal of any Lien permitted by clauses (viii) through (xv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the principal amount or change in any direct or contingent obligor) of the Indebtedness secured thereby.

Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Liens on any property or asset of the Borrower or any Subsidiary Lien existing on the Closing Date set forth date of this Agreement listed on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset 5.06 and securing Debt outstanding on the date of the Borrower or any Subsidiarythis Agreement in a principal amount of at least $1,000,000 individually; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (iie) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary or Debt is not increased (other than any increase reflecting the date costs of such merger refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the date ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such acquisitionLiens may at no time exceed $125,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property; and (em) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal amount of the Indebtedness secured thereby is at any time outstanding not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyexceed $250,000,000.

Negative Pledge. The Borrower Neither the Tenant nor any Restricted Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (ai) Permitted EncumbrancesLiens existing on the date of this Lease securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $18,000,000; (bii) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Restricted Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (ciii) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring or constructing such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition, improvement acquisition or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and ; (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower Tenant or a Restricted Subsidiary and not created in contemplation of such event; (v) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Tenant or a Restricted Subsidiary and not created in contemplation of such acquisition; (vi) Liens securing Debt owing by any Subsidiary to the Tenant; (vii) any Lien arising out of the Borrower; providedrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses (ii) through (vii) of this Section, provided that (A) such Debt is not secured by any additional assets, and (B) the amount of such Debt secured by any such Lien was is not created increased; (viii) any Lien on Margin Stock; (ix) Liens for taxes or other Impositions not yet delinquent or which are being contested in good faith by appropriate proceedings and for which the Tenant shall have set aside any reserves required by GAAP; (x) Liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar Persons incurred in the contemplation ordinary course of business for sums not yet due; (xi) Liens (other than any Lien created or imposed under ERISA) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any case of obligations incurred in connection with the borrowing of money or the obtaining of advances of credit); (xii) any attachment or judgment Lien arising in connection with court proceedings, provided that (i) the execution or other enforcement of such Lien is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, and (ii) such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and neither the Tenant's nor any such Restricted Subsidiary's title to or right to use any of its property is impaired in any material respect by reason of such contest; (xiii) easements, licenses, rights-of-way and other rights and privileges in the nature of easements and similar Liens incidental to the ownership of property and not incurred in connection with the borrowing of money or the obtaining of advances of credit, and which do not, individually or in the aggregate, interfere with the ordinary conduct of the business of the Tenant or any Restricted Subsidiary or materially detract from the value of the properties subject to any such Liens; (xiv) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed 15% of Consolidated Total Capitalization; and (xv) any Lien created by or arising as a result of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyTransaction Documents.

Negative Pledge. The Borrower Company will not, and will not permit any of its the Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired oracquired, except: (a) Liens, if any, created in favor of the Collateral Agent for the benefit of the Lenders and, to the extent the Intercreditor Agreement has been entered into, for the benefit of the Private Placement Debt Holders, in each case pursuant to the Loan Documents; (b) Permitted Encumbrances; (bc) any Liens on any property or asset of the Borrower Company or any such Restricted Subsidiary existing on the Closing Effective Date set forth on Schedule 7.26.02; provided, that such Lien shall not apply to any other property or asset of the Borrower Company or any such Restricted Subsidiary; (cd) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Liens secure Indebtedness permitted by clause (f) of Section 7.1(c)6.01, (ii) such Lien attaches Liens attach to such asset assets concurrently or within 90 ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does Liens do not extend to any other assetassets; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person at the time such Person becomes such a Restricted Subsidiary of the BorrowerCompany, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower Company or any such Restricted Subsidiary of the Borrower Company or (iii) existing on any asset prior to the acquisition thereof by the Borrower Company or any such Restricted Subsidiary of the BorrowerCompany; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes such a Restricted Subsidiary or the date of such merger or the date of such acquisition; and; (ef) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (de) of this SectionSection 6.02; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (g) Liens on the assets of Subsidiaries of the Company in favor of the Company or any Canadian Borrower, as the case may be, securing Indebtedness permitted under Section 6.01(c); and (h) other Liens on the property or assets of the Company or such Restricted Subsidiary; provided, that (i) the principal amount of the Indebtedness secured by such Liens shall not exceed $25,000,000 in the aggregate at any time outstanding and (ii) no such Liens shall apply to any Accounts or Inventory of the Company and the Restricted Subsidiaries. For purposes of this Section, the entry by the Company or any such Restricted Subsidiary into a true lease or true bailment arrangement which contains a provision purporting to ▇▇▇▇▇ ▇ ▇▇▇▇ in the event that such arrangement is determined not to constitute a true lease or true bailment and the filing of a precautionary UCC or PPSA financing statement in connection therewith shall not constitute the creation, incurrence, assumption or sufferance of a Lien unless, under applicable law, such arrangement is determined not to constitute a true lease or true bailment arrangement and a security interest or other interest in or lien on property or assets of the Company or any such Restricted Subsidiary has in fact been granted or deemed to have been granted. For greater certainty, any reference herein or in any other Loan Document to any Lien permitted to exist in respect of the property or assets of any Canadian Loan Party is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Collateral Documents to any such Lien permitted hereby or thereby.

Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Debt on any of its assets or property asset now owned or hereafter acquired orby it, or assign any right to receive income, except: (ai) Permitted EncumbrancesLiens existing on the date of this Agreement and disclosed on Schedule 5.08 attached hereto and any renewals or extensions thereof, provided that the property covered thereby is not changed; (bii) any Liens Lien existing on any property or asset of any Person at the time such Person becomes a Subsidiary or is merged into or consolidated with an Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2a Subsidiary; providedprovided that (i) such Lien is not created in contemplation of such event, that (ii) such Lien shall not apply to any other property or asset of the Borrower or any of its Subsidiaries, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (ciii) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisition, construction cost of acquiring or improvement of constructing such fixed or capital assets (including Liens securing any Capital Lease Obligations)asset; provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition, improvement acquisition or completion of the construction thereof; thereof and (iiiii) such Lien does shall not extend apply to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing property or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or its Subsidiaries; (iiiiv) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created primarily in contemplation of such acquisition; (v) any Subsidiary Lien arising out of the Borrower; providedrefinancing, that extension, renewal or refunding of any such Debt secured by any Lien was not created in the contemplation of permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section 5.08, provided that such Person becomes a Debt is not increased and is not secured by any additional assets; (vi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j); (vii) any Lien on or with respect to the property or assets of any Subsidiary securing obligations owing to the Borrower or the date another Subsidiary; (viii) rights of such merger or the date of such acquisitionoffset and bankers’ liens in connection with Debt permitted hereby; and (eix) extensions, renewals, or replacements Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any Lien referred time outstanding not to in paragraphs exceed ten percent (a) through (d10%) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Tangible Net Worth.

Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $50,000,000; (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 -------- 180 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary Debt is not increased and is -------- not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $25,000,000 and (iii) do not in the date aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash -------- equivalents subject to such Liens may at no time exceed $25,000,000; (i) Liens on Margin Stock, if and to the extent that the value of such merger or Margin Stock exceeds 25% of the date total assets of such acquisitionthe Borrower and its Subsidiaries subject to this Section; and (ej) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal or face amount at any date not to exceed 10% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Net Worth.

Negative Pledge. The Borrower Parent Guarantor will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby the Parent Guarantor or any such Subsidiary, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $10,000,000; (b) any Liens Lien existing on any property asset prior to the acquisition thereof by the Parent Guarantor or asset such Subsidiary and not created in contemplation of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryacquisition; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien arising out of the Borrowerrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing subsections of this Section 5.07, provided that the outstanding principal amount of such Debt is not increased and is not secured by any additional assets; (e) any Liens arising in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries which (i) do not secure Debt or Derivatives Obligations and (ii) existing do not in the aggregate materially detract from the value of the assets of the Parent Guarantor and its Consolidated Subsidiaries, considered as a whole, or impair the use thereof in the operation of the business of the Parent Guarantor and its Consolidated Subsidiaries, considered as a whole; provided that any Lien on any asset of any Person at the time such Person is merged with or into the Borrower Parent Guarantor or any Subsidiary of its Subsidiaries arising in connection with a judgment in excess of $25,000,000 (reduced, for purposes of this proviso, by any amount in respect thereof that is acknowledged by a reputable insurer as being payable under any valid and enforceable insurance policy issued by such insurer), whether or not such judgment is being contested or execution thereof has been stayed, shall be deemed not arising in the ordinary course of business of the Borrower Parent Guarantor or such Subsidiary; (iiif) existing Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $25,000,000; (g) any asset prior to the acquisition thereof Lien not otherwise permitted by the Borrower foregoing provisions of this Section 5.07 securing Debt (or any Subsidiary Derivative Obligations, as measured by the amount of the Borrower; provided, pledged collateral in excess of that permitted under (f)) in an aggregate principal amount not to exceed an amount equal to 10% of Consolidated Tangible Assets (excluding any such Lien was securing any individual obligation in an amount not created in the contemplation excess of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition$5,000,000); and (eh) extensionssubject to Section 2.10(b), renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount on any asset or assets of the Indebtedness secured thereby is not increased and that Parent Guarantor or any such extension, renewal or replacement is limited to the assets originally encumbered therebyof its Subsidiaries securing Excess Secured Debt.

Negative Pledge. The Neither the Borrower will not, and will not permit nor any of its Subsidiaries to, will create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens (i) existing on the Closing Date securing Indebtedness or other obligations or liabilities outstanding on such date and identified or referred to on Schedule 6.02 or (ii) disclosed in title insurance policies delivered to the Administrative Agent prior to the Closing Date relating to the Mortgaged Properties; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Consolidated Subsidiary of such Loan Party and not created in contemplation of such event; (c) any Lien on any asset securing Indebtedness incurred or assumed for the Borrowerpurpose of financing all or any part of the costs (including purchase or construction costs, design, engineering, transportation, installation, testing and analogous costs, and all related professional costs and expenses) of acquiring, constructing or improving such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Loan Party or any of its Consolidated Subsidiaries and not created in contemplation of such event; (e) any Lien existing on any asset, or on any asset of any Person, prior to the acquisition of such asset or such Person, as the case may be, by such Loan Party or any of its Consolidated Subsidiaries and not created in contemplation of such acquisition; (f) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings; (g) Liens for taxes, assessments or other governmental charges not yet overdue or which are being contested in good faith and by appropriate proceedings; (h) pledges or deposits in connection with workmen's compensation, unemployment insurance and other social security legislation; (i) deposits to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (j) easements, right-of-way, zoning and similar restrictions and other encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business which do not in any material respect interfere with or adversely affect the use or value of any Mortgaged Property or the ordinary conduct of the business of the Borrower or such Subsidiary and the matters listed in the policies of title insurance referred to in Section 4.01(g)(ii); (k) Liens on the property of the Borrower or any Subsidiary of its Subsidiaries in favor of the Borrower or such Subsidiary, as the case may be; (l) Liens created by the Loan Documents; (m) Liens arising under documentary letters of credit; provided that such Liens attach only to the assets purchased thereunder and documents relating thereto; (n) Liens arising in the ordinary course of its business which (i) do not secure Indebtedness or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $500,000 and (iii) existing on do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (o) any asset prior interest or title of a lessor in assets or property subject to the acquisition thereof by a Capital Lease of the Borrower or any Subsidiary Subsidiary; provided that the aggregate capitalized value on the consolidated balance sheet of the Borrower; providedBorrower of all the Capital Leases at any time does not exceed $25,000,000; (p) any Lien arising out of the refinancing, that extension, renewal or refunding of any such Indebtedness or obligation secured by any Lien was not created in the contemplation of permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section; provided that such Person becomes Indebtedness or obligation is not increased and is not secured by any additional assets; (q) Liens arising from filing Uniform Commercial Code or personal property security financing statements (or substantially equivalent filings outside the United States) regarding leases; (r) Liens encumbering property or assets under construction (and proceeds and products thereof) arising from progress or partial payments by a Subsidiary customer of the Borrower or the Subsidiaries relating to such property or assets; (s) Liens not otherwise permitted by this Section 6.02 securing obligations in an aggregate principal, stated or face amount at any date of such merger or the date of such acquisitionnot to exceed $10,000,000; and (et) extensionsLiens on any proceeds (including insurance, renewals, condemnation and eminent domain proceeds) or replacements products of any collateral a Lien referred to in paragraphs (a) through (d) over which is otherwise permitted by the foregoing clauses of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any on general intangibles relating to or embodied in such extension, renewal or replacement is limited to the assets originally encumbered therebycollateral.

Negative Pledge. The Borrower Company will not, and will not permit any of its Subsidiaries Material Subsidiary to, create, incur, assume or suffer to exist any Lien securing Debt on any of its assets or property now owned or hereafter acquired orRestricted Property, except: (a) Permitted EncumbrancesLiens existing on the Effective Date; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes (or merges or combines with) a Material Subsidiary and not created in contemplation of such event; (c) any Lien on any asset (and improvements thereto and proceeds thereof) securing Debt incurred or assumed for the purpose of financing all or any part of the Borrower, cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within one year after the acquisition thereof; (d) any Lien on any improvements constructed on any property of the Company or any such Material Subsidiary and any theretofore unimproved real property on which such improvements are located securing Debt incurred for the purpose of financing all or any part of the cost of constructing such improvements; provided that such Lien attaches to such improvements within one year after the later of (i) completion of construction of such improvements and (ii) existing on commencement of full operation of such improvements; (e) any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any a Material Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) Liens on property of the Company or a Material Subsidiary in favor of any Governmental Authority to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens; (g) Liens resulting from judgments that have been stayed or bonded or not exceeding $500,000,000; (h) Liens on property of any Material Subsidiary in favor of the Company and/or one or more Material Subsidiaries; (i) any Lien created or subsisting in order to comply with Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or pursuant to Section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV); (j) any Lien entered into by the Company or any Material Subsidiary in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and any Lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom the Company or the relevant Material Subsidiary maintains a banking relationship in the ordinary course of business; (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed the greater of (x) 15% of Consolidated Net Tangible Assets (measured at the time of incurrence of such Debt) and (y) $7,500,000,000; and (l) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section 5.03; provided that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby Debt is not increased and that is not secured by any such extension, renewal or replacement is limited to the additional assets originally encumbered therebyother than improvements thereon and proceeds thereof.

Negative Pledge. The Such Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens granted by such Borrower existing as of the Initial Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Liens on any property or asset the Lien of the Borrower or any Subsidiary existing such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Closing Initial Effective Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryissued thereafter; (c) purchase money Liens upon any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Borrower and not created in any fixed or capital assets to secure the purchase price or the cost of construction or improvement contemplation of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsevent; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the such Borrower or any Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section; provided that such Person becomes a Subsidiary Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the date ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such merger Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the date ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to such Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or a Person who was, at the time of issuance, a Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of such acquisitionBorrower securing obligations in an aggregate principal or face amount at any date not to exceed (i) in the case of each of the Company and Duke Energy Carolinas, $750,000,000 and (ii) in the case of each other Borrower, $150,000,000; and (ep) extensions, renewals, or replacements of any Lien referred to Liens on the fuel used by the Progress Borrowers in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebytheir power generating businesses.

Negative Pledge. The (a) Neither IR Parent nor the Borrower will, nor will not, and will not it permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer to exist guarantee any Lien indebtedness for money borrowed secured by a Mortgage on any Principal Property of its assets the Borrower, IR Parent or property any Restricted Subsidiary or on any shares or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares or indebtedness are now owned or hereafter acquired oracquired) without, except: in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Loans and the obligations of the Loan Parties hereunder and under the Notes (a) Permitted Encumbrances; (b) any Liens on any property or asset of together, if the Borrower or IR Parent shall so determine, with any other indebtedness then or thereafter existing created, assumed or guaranteed by the Borrower, IR Parent or such Restricted Subsidiary ranking equally with the Loans and the obligations of the Loan Parties hereunder and under the Notes) shall be secured equally and ratably with such indebtedness, excluding, however, from the foregoing any indebtedness secured by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness): (i) on property, shares or indebtedness of any corporation which Mortgage exists at the time such corporation becomes a Restricted Subsidiary; or (ii) on property existing at the time of acquisition thereof by the Borrower, IR Parent or a Restricted Subsidiary, or securing any indebtedness incurred by the Borrower, IR Parent or a Restricted Subsidiary prior to, at the time of or within 180 days after the later of the acquisition, the completion of construction (including any improvements on an existing property) or the Closing Date set forth on Schedule 7.2commencement of commercial operation of such property, which indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such Lien acquisition, construction or improvement the Mortgage shall not apply to any property theretofore owned by the Borrower, IR Parent or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or asset the improvement, is located; or (iii) on property, shares or indebtedness of a corporation, which Mortgage exists at the time such corporation is merged into or consolidated with the Borrower, IR Parent or a Restricted Subsidiary, or at the time of a sale, lease or other disposition of the Borrower properties of a corporation as an entirety or substantially as an entirety to the Borrower, IR Parent or a Restricted Subsidiary; or (iv) on property of a Restricted Subsidiary to secure indebtedness of such Restricted Subsidiary to the Borrower, IR Parent or another Restricted Subsidiary; or (v) on property of the Borrower, IR Parent or a Restricted Subsidiary in favor of the United States of America or any Subsidiary; (c) purchase money Liens upon state thereof or in Bermuda or the jurisdiction of organization of IR Parent, or any fixed department, agency or capital assets instrumentality or political subdivision of the United States of America or any state thereof or Bermuda or the jurisdiction of organization of IR Parent, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction constructing or improvement improving the property subject to such Mortgage; or (vi) on property, which Mortgage exists at the date of such fixed or capital assets or to secure Indebtedness incurred solely for this Agreement; or (vii) with the purpose prior written approval of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations)Required Banks; provided, however, that any Mortgage permitted by any of the foregoing clauses (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition), improvement or completion of the construction thereof; (iii) such Lien does and (v) of this Section 5.6 shall not extend to or cover any property of the Borrower, IR Parent or such Restricted Subsidiary, as the case may be, other asset; than the property specified in such clauses and improvements thereto. (ivb) Notwithstanding the Indebtedness provisions of subsection (a) of this Section 5.6, the Borrower, IR Parent or any Restricted Subsidiary may create, assume or guarantee secured thereby indebtedness for money borrowed which would otherwise be prohibited in subsection (a) in an aggregate amount that, together with all other such indebtedness for money borrowed by the Borrower, IR Parent and the Restricted Subsidiaries and the Attributable Debt in respect of Sale and Leaseback Transactions existing at such time (other than Sale and Leaseback Transactions the proceeds of which have been applied in accordance with Section 5.6(d)(ii)), does not at the time of such creation, assumption or guaranteeing exceed 7.5% of Consolidated Net Worth; provided that obligations in respect of operating leases or receivables securitization facilities that are not required to be set forth on a balance sheet based on GAAP as in effect on the cost date hereof but, as a result of acquiringa change in GAAP after the date hereof, constructing are required to be set forth on a balance sheet shall not constitute Consolidated Debt by reason of such change. (c) Notwithstanding the foregoing provisions of this Section 5.6, the Borrower will not permit any Subsidiaries (other than a Restricted Subsidiary) to which after the date hereof the Borrower, IR Parent or improving a Restricted Subsidiary has transferred any assets to create, assume or guarantee any indebtedness for money borrowed secured by a Mortgage on such fixed assets unless such assets could have been so secured in accordance with the provisions of this Agreement by the Borrower, IR Parent or capital assets;such Restricted Subsidiary making such transfer. (d) Neither IR Parent nor the Borrower will, nor will it permit any Lien of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction, unless (i) existing IR Parent, the Borrower or such Restricted Subsidiary, as applicable, would be entitled, pursuant to the foregoing subsections of this Section 5.6, to incur indebtedness secured by a Mortgage on any asset of any Person at such Principal Property without equally and ratably securing the time such Person becomes a Subsidiary Loans and the other obligations of the Borrower, Loan Parties hereunder and under the Notes or (ii) existing on IR Parent or the Borrower shall (and in any asset case each of IR Parent and the Borrower covenants that it will) apply an amount equal to the fair value (as determined by its board of directors) of such Principal Property so leased to the retirement, within 180 days of the effective date of any Person such Sale and Leaseback Transaction, of indebtedness of IR Parent or the Borrower for money borrowed, which by its terms matures at, or may be extended or renewed at the time such Person is merged with option of IR Parent or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; providedto, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the a date that such Person becomes a Subsidiary or more than 12 months after the date of such merger or the date creation of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyindebtedness.

Negative Pledge. The Neither the Borrower will not, and will not permit nor any of its Subsidiaries to, will create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $5,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien secures only those obligations is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which it secures (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Liens in connection with an Asset Securitization permitted under Section 5.10; (k) Liens involuntarily imposed and being contested in good faith, subject to the Borrower or such Subsidiary having established reasonable reserves therefor to the extent required under GAAP; (l) Liens against the assets of Aladdin (formerly owned by Galaxy) under the Catoosa Co. IRB solely to the extent existing as of the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionhereof; and (em) extensionsLiens against the assets of Aladdin (formerly owned by Image Industries, renewals, or replacements Inc.) under the Summerville City IRB solely to the extent existing as of any Lien referred to in the date of the Image Acquisition. provided that Liens permitted by the foregoing paragraphs (a) through (di) shall at no time secure Debt in an aggregate amount exceeding the greater of this Section; provided, that the principal amount (x) $90,000,000 or (y) 15% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Net Worth.

Negative Pledge. The Borrower Neither Franklin Electric nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $0; (b) any Liens Lien existing on any property or asset of any corporation or other Person at the Borrower time such corporation or any other Person becomes a Consolidated Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Lien on any asset securing Indebtedness incurred solely or assumed for the purpose of financing all or any part of the acquisitioncost of acquiring or constructing such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition, improvement acquisition or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any corporation or other Person existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such corporation or other Person is merged or consolidated with or into the Borrower Franklin Electric or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Franklin Electric or any a Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) Liens securing Indebtedness owing by any Subsidiary to Franklin Electric or another Subsidiary; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Indebtedness is not secured by any additional assets, and (ii) the amount of such Indebtedness secured by any such Lien secures only those obligations which it secures on is not increased; (h) Liens incidental to the date that such Person becomes a Subsidiary conduct of its business or the date ownership of such merger its assets which (i) do not secure Indebtedness and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the date use thereof in the operation of such acquisitionits business; (i) any Lien on Margin Stock; and (ej) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that Section securing Indebtedness (other than indebtedness represented by the Notes) in an aggregate principal amount at any time outstanding not to exceed 15% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Tangible Net Worth.

Negative Pledge. The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $50,000,000; (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition, improvement or completion of the construction acquisition thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets;. (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower Company or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes a Subsidiary Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the date use thereof in the operation of such merger or the date of such acquisitionits business; and (ei) extensions, renewals, or replacements of any Lien referred Liens not otherwise permitted by and in addition to in paragraphs (a) through (d) the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal amount of the Indebtedness secured thereby is at any time outstanding not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyexceed $750,000,000.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired oracquired, except: (a) Liens, if any, created in favor of the Administrative Agent for the benefit of the Lenders pursuant to the Loan Documents; (b) Permitted Encumbrances; (bc) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (cd) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) the principal amount of the Indebtedness secured by such Lien secures Indebtedness permitted by Section 7.1(c)Liens does not exceed $20,000,000 in the aggregate at any time outstanding, (ii) such Lien attaches Liens attach to such asset assets concurrently or within 90 ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does Liens do not extend to any other assetassets; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and; (ef) any Lien arising out of any Securitization Transaction permitted by Section 7.6(c); (g) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (df) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; and (h) other Liens arising in the ordinary course of business of the Borrower or any Subsidiary of the Borrower, as applicable; provided, that the principal amount of the Indebtedness secured by such Liens shall not exceed $20,000,000 in the aggregate at any time outstanding. For purposes of this Section, the entry by the Borrower or any of its Subsidiaries into a true lease or true bailment arrangement which contains a provision purporting to ▇▇▇▇▇ ▇ ▇▇▇▇ in the event that such arrangement is determined not to constitute a true lease or true bailment and the filing of a precautionary UCC financing statement in connection therewith shall not constitute the creation, incurrence, assumption or sufference of a Lien unless, under applicable law, such arrangement is determined not to constitute a true lease or true bailment arrangement and a security interest or other interest in or lien on property or assets of the Borrower or its Subsidiaries has in fact been granted or deemed to have been granted.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens granted by the Borrower existing as of the Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary[reserved]; (c) purchase money Liens upon any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower and not created in any fixed or capital assets to secure the purchase price or the cost of construction or improvement contemplation of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsevent; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section; provided that such Person becomes a Subsidiary Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the date ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such merger Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at the time of issuance, a Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of such acquisitionthe Consolidated Net Assets of the Borrower; (p) [reserved]; and (eq) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited Liens on regulatory assets up to the assets originally encumbered therebyamount approved by state legislatures and/or regulatory orders.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens granted by the Borrower existing as of the Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary[Reserved]; (c) purchase money Liens upon any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower and not created in any fixed or capital assets to secure the purchase price or the cost of construction or improvement contemplation of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsevent; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section; provided that such Person becomes a Subsidiary Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the date ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such merger Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights‑of‑way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at the time of issuance, a Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of such acquisitionthe Consolidated Net Assets of the Borrower; (p) [Reserved]; and (eq) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited Liens on regulatory assets up to the assets originally encumbered therebyamount approved by state legislatures and/or regulatory orders.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired oracquired, except: (a) Permitted Encumbrances; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; (e) any Lien arising out of any Securitization Transaction permitted by Section 7.6(c); (f) Liens (other than those permitted by paragraphs (a) through (e) above) encumbering assets having an Asset Value not greater than $20,000,000 in the aggregate at any one time; and (eg) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (df) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted Encumbrancesany Lien existing on any asset on the Effective Date securing Debt outstanding on the Effective Date; (b) any Liens Lien existing on any property asset of, or capital stock of, or other ownership interest in, any Person (such capital stock and other ownership interests are collectively referred to herein as "Stock") at the time such Person becomes a Subsidiary, which Lien was not created in contemplation of such event; (c) any Lien on any asset securing the payment of all or part of the purchase price of such asset upon the acquisition thereof by the Borrower or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the Borrower or a Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing on property) or the Closing Date set forth on Schedule 7.2commencement of full operation of such asset or property, whichever is later), which Debt is incurred or assumed for the purpose of financing all or part of the cost of acquiring such asset or, in the case of real property, construction or improvements thereon; provided, that in the case of any such acquisition, construction or improvement, the Lien shall not apply to any other property or asset of theretofore owned by the Borrower or any a Subsidiary; (c) purchase money Liens upon , other than assets so acquired, constructed or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsimproved; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset or Stock of any Person at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary which Lien was not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to or Stock of any Person at the time of acquisition thereof by the Borrower or any Subsidiary of the Borrower; provideda Subsidiary, that any such which Lien was not created in the contemplation of such acquisition; (f) any Lien arising out of the Refinancing of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs subsections (a) through (de) of this Section; providedSection 5.11, that provided the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.of

Negative Pledge. (a) The Borrower will not, shall not (and will not shall ensure that none of its Principal Subsidiaries will) create or permit to subsist any Security over any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances;assets. (b) Paragraphs (a) above does not apply to: (i) Any Security (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) existing on 31 December 2004 as disclosed in the Original Financial Statements together with any Liens on any property or asset of Security created by the Borrower or any Subsidiary existing on of its Principal Subsidiaries in the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset period between the date of the Borrower or any SubsidiaryOriginal Financial Statements and the date of this Agreement to the extent that the aggregate amount secured during that period does not exceed 10 per cent. of the amount disclosed on 31 December 2004; (cii) purchase money Liens upon any lien arising by operation of law and in the ordinary course of business; (iii) any Security existing (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any fixed asset acquired by a member of the Group after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; and (B) the principal amount secured has not been increased in contemplation of or capital since the acquisition of that asset by a member of the Group; (iv) any Security existing (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any asset of any company which becomes a Principal Subsidiary after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if: (A) the Security was not created in contemplation of the acquisition of that company; and (B) the principal amount secured has not increased in contemplation of or since the acquisition of that company; (v) any Security created pursuant to any Finance Document; (vi) any Security which secures indebtedness provided by Supranational or International Development Institutions which pursuant to their usual practices requires such Security; (vii) any Security over assets to secure the purchase price be built, developed or the cost acquired and securing Financial Indebtedness or any guarantee of construction or improvement of such fixed or capital assets or to secure Financial Indebtedness incurred solely or granted for the purpose of financing the acquisitioncost of the building, construction developing or improvement of acquiring such fixed or capital assets (including Liens securing Security with respect to Project Financings). (viii) any Capital Lease Obligations); provided, that (i) tax related or other Security arising by operation of law if such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently Security is removed or discharged within 90 45 days after the acquisition, improvement date it is created or completion the validity of the construction thereof; amount of such security or the sum secured by such Security is being contested in good faith and by appropriate proceedings. (iiiix) any Security required by any tax or customs administration in the ordinary course of business of the relevant members of the Group. (x) Any Security over cash or securities deposited with any bank, financial institution, stock exchange or clearing house with which any member of the Group enters into a back to back, foreign exchange, swap or derivative transaction in each case which is in the ordinary course of business and in relation to which the relevant bank, financial institution, stock exchange or clearing house requires such Lien does not extend cash or securities to be deposited and such Security to be granted as a condition of entering into such transaction. (xi) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other asset; and (iv) indebtedness which has the Indebtedness secured thereby does not exceed the cost benefit of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof Security given by the Borrower or any Principal Subsidiary of the Borrower; provided, that other than any such Lien was permitted under paragraphs (i) to (ix) above) does not created exceed €300,000,000 (or its equivalent in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary another currency or the date of such merger or the date of such acquisition; andcurrencies). (exii) extensionsany Security to which the Majority Lenders have given their prior, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebywritten consent.

Negative Pledge. The Borrower Neither the Company nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted Encumbrancesany Lien created under the Loan Documents; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Restatement Effective Date securing Indebtedness outstanding on the Restatement Effective Date and set forth on Schedule 7.26.02; (c) any Lien on any asset securing Indebtedness (including Capital Lease Obligations) incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; providedprovided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof, and, in addition, (i) any other Lien deemed to exist under a Capital Lease Obligation permitted under Sections 6.01 and 6.06 and (ii) any other Lien deemed to exist under a capital lease that does not constitute a Capital Lease Obligation; (d) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such corporation becoming a Consolidated Subsidiary, (ii) such Lien shall not apply to any other property or asset assets of the Borrower Company or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; Subsidiary and (iii) such Lien does shall secure only those obligations which it secures on the date such corporation becomes a Consolidated Subsidiary and extensions, renewals and replacements thereof that do not extend to any other asset; and (iv) increase the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsoutstanding principal amount thereof; (de) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower Company or any Consolidated Subsidiary and not created in contemplation of such event; provided that such Lien shall not extend to other properties or assets of the Company or any Subsidiary and shall secure only those obligations which it secures on the date of such merger or consolidation and extensions, renewals and replacements thereof that do not increase the Borrower or outstanding principal amount thereof; (iiif) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) clauses of this Section; provided, provided that the principal amount of the such Indebtedness secured thereby is not increased and is not secured by any additional assets; (h) Liens for taxes that any such extensionare not yet subject to penalties for non-payment or are being contested in good faith, renewal or replacement is limited minor survey exceptions or minor encumbrances, easements or other rights of others with respect to, or zoning or other governmental restrictions as to the assets originally encumbered thereby.use of, real property that do not, in the aggregate, materially impair the use of such property in the operation of the businesses of the Company and the Subsidiaries; (i) (x) Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is, in good faith, prosecuting an appeal or proceedings for review and (y) Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in any legal proceeding to which the Company or any Subsidiary is a party; provided that the Liens permitted by the foregoing clause (y) shall not secure obligations in an aggregate principal amount outstanding in excess of 5% of Consolidated Tangible Net Worth;

Negative Pledge. (a) The Borrower will not, shall not (and will not shall ensure that none of its Principal Subsidiaries will) create or permit to subsist any Security over any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances;assets. (b) Paragraphs (a) above does not apply to: (i) Any Security (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) existing on 31st December 2003 as disclosed in the Original Financial Statements together with any Liens on any property or asset of Security created by the Borrower or any Subsidiary existing on of its Principal Subsidiaries in the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset period between the date of the Borrower or any SubsidiaryOriginal Financial Statements and the date of this Agreement to the extent that the aggregate amount secured during that period does not exceed 10 per cent. of the amount disclosed on 31st December 2003; (cii) purchase money Liens upon any lien arising by operation of law and in the ordinary course of business; (iii) any Security existing (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any fixed asset acquired by a member of the Group after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; and (B) the principal amount secured has not been increased in contemplation of or capital since the acquisition of that asset by a member of the Group; (iv) any Security existing (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any asset of any company which becomes a Principal Subsidiary after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if: (A) the Security was not created in contemplation of the acquisition of that company; and (B) the principal amount secured has not increased in contemplation of or since the acquisition of that company; (v) any Security created pursuant to any Finance Document; (vi) any Security which secures indebtedness provided by Supranational or International Development Institutions which pursuant to their usual practices requires such Security; (vii) any Security over assets to secure the purchase price be built, developed or the cost acquired and securing Financial Indebtedness or any guarantee of construction or improvement of such fixed or capital assets or to secure Financial Indebtedness incurred solely or granted for the purpose of financing the acquisitioncost of the building, construction developing or improvement of acquiring such fixed or capital assets (including Liens securing Security with respect to Project Financings). (viii) any Capital Lease Obligations); provided, that (i) tax related or other Security arising by operation of law if such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently Security is removed or discharged within 90 45 days after the acquisition, improvement date it is created or completion the validity of the construction thereof; amount of such security or the sum secured by such Security is being contested in good faith and by appropriate proceedings. (iiiix) any Security required by any tax or customs administration in the ordinary course of business of the relevant members of the Group. (x) Any Security over cash or securities deposited with any bank, financial institution, stock exchange or clearing house with which any member of the Group enters into a back to back, foreign exchange, swap or derivative transaction in each case which is in the ordinary course of business and in relation to which the relevant bank, financial institution, stock exchange or clearing house requires such Lien does not extend cash or securities to be deposited and such Security to be granted as a condition of entering into such transaction. (xi) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other asset; and (iv) indebtedness which has the Indebtedness secured thereby does not exceed the cost benefit of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof Security given by the Borrower or any Principal Subsidiary of the Borrower; provided, that other than any such Lien was permitted under paragraphs (i) to (ix) above) does not created exceed €300,000,000 (or its equivalent in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary another currency or the date of such merger or the date of such acquisition; andcurrencies). (exii) extensionsany Security to which the Majority Lenders have given their prior, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebywritten consent.

Negative Pledge. The Borrower will shall not, and will not permit any of its shall procure that no Principal Subsidiary (other than Listed Principal Subsidiaries toand their Subsidiaries) shall, create, incur, assume or suffer permit to exist subsist any Lien on Encumbrance over any of its assets or property now owned or hereafter acquired or, exceptto secure the Indebtedness of such company except for: (aA) Permitted Encumbrances; (bB) any Liens on any property or asset the creation of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any Encumbrances (other property or asset of the Borrower or any Subsidiary; (cthan Permitted Encumbrances) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for after the purpose date of financing this Agreement where the acquisition, construction or improvement aggregate outstanding principal amount of such fixed secured Indebtedness (excluding secured Indebtedness of Listed Principal Subsidiaries and their respective Subsidiaries and indebtedness secured by Permitted Encumbrances) is less than or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches equal to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary 50% of the Borrower, 's Adjusted Consolidated Net Worth as determined by reference to the most recent Financial Statements delivered pursuant to clause 17.1 (iiFinancial Statements) existing on any asset provided that not less than 10 Business Days after the creation of any Person at the time such Person is merged with Encumbrances in respect of Indebtedness of greater than US$30,000,000 (or into its equivalent), the Borrower has provided a confirmation in writing to the Agent certifying compliance with the foregoing requirement and setting out details of all Indebtedness secured and to be secured and the Borrower's Adjusted Consolidated Net Worth; or (C) Encumbrances created, incurred, assumed or any Subsidiary permitted to subsist on terms satisfactory to the Agent (acting on the instructions of the Borrower Majority Lenders) including effective provisions being made whereby the Facility will be secured either at least equally and rateably with such Indebtedness or (iii) existing on any asset prior to the acquisition thereof by such other Encumbrances as shall have been approved by the Borrower or any Subsidiary of the Borrower; provided, that any Majority Lenders for so long as such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebywill be so secured.

Negative Pledge. The Borrower will not(a) Subject to paragraph (b) below, the Company shall not (and will not shall ensure that no other Group Company will) create or permit to subsist any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on Security over any of its assets or property now owned or hereafter acquired or, exceptother than: (ai) Permitted Encumbrancesany Security created under any Finance Document; (bii) any Liens on Security arising by operation of law or in the ordinary course of trade; (iii) any Security granted in the ordinary course of trade over accounts created pursuant to any deposit or retention of purchase price arrangements; (iv) any netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Group Companies; (v) any Security over an asset of a Group Company established to hold assets of any share option scheme of the Group securing any loan from a Group Company to finance the acquisition of such assets; (vi) any Security over an asset of a Group Company, or any company which becomes a Group Company, to secure Financial Indebtedness incurred by such company for the purpose of purchasing that asset or of refinancing any such Financial Indebtedness where recourse for that Financial Indebtedness is limited solely to such Security, provided that such Security secures Financial Indebtedness, the aggregate outstanding principal amount of which does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time; (vii) any Security over treasury shares in a Group Company which have been purchased pursuant to a share buy-back scheme; (viii) any Security over or affecting any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days a Group Company after the acquisitiondate of this Agreement, improvement or completion of where the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person Security is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset created prior to the acquisition thereof by date on which that company becomes a Group Company, if: (A) the Borrower or any Subsidiary of the Borrower; provided, that any such Lien Security was not created in the contemplation of any the acquisition of that company; (B) the foregoing and any such Lien secures only those obligations which it secures on principal amount secured has not increased in contemplation of or since the date acquisition of that such Person becomes a Subsidiary or the date of such merger or the date of such acquisitioncompany; and (eC) extensionsthe Security is removed or discharged within three months of that company becoming a Group Company; (ix) any Security over or affecting any property or asset acquired by a Group Company after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a Group Company; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a Group Company; and (C) the Security is removed or discharged within three months of the date of acquisition of such asset; (x) any Security listed in Part I of Schedule 9 (Existing Security, renewals, or replacements Guarantees and Intercompany Loans) where the principal amount secured has not been increased since the date of this Agreement unless expressly permitted by the terms of this Agreement; (xi) any Security granted by a Group Company over trade receivables as part of any Lien invoice discounting, factoring or securitisation arrangement which trade receivables have a maturity of less than 364 days where the aggregate principal amount of Financial Indebtedness secured by such Security does not exceed Euro 600,000,000 (or its equivalent in any currency or currencies) provided that to the extent security created pursuant to paragraph (xvi) below is security for a securitisation, the amount referred to in paragraphs (a) through (d) of this Section; provided, that herein shall be decreased by the principal amount of the Indebtedness securitisation secured thereby is by such Security; (xii) any Security granted by a Group Company (other than an Obligor) in favour of another Group Company or Security granted by an Obligor in favour of another Obligor, provided that no Non-Obligor Chargor or member of the Guarantor Coverage Group may grant any Security in favour of, or for the benefit of, a Sappi Manufacturing Group Company; (xiii) any retention or extended retention of title, hire purchase or conditional sale arrangements or other arrangements having the same effect and rights of set-off arising in the ordinary course of trade with suppliers of goods and services to any Group Company and if arising as a result of any default or omission by any Group Company, which does not increased and that subsist for a period of more than 90 days; (xiv) any such extension, renewal or replacement is limited Security granted with the prior consent of the Majority Lenders; (xv) any Security granted in favour of a Senior Creditor to the extent that such Security secures all Senior Creditors on a pari passu basis and is otherwise permitted under the terms of the Intercreditor Agreement; (xvi) any Security created over the M-Real Trade Receivables to secure Financial Indebtedness permitted under Clause 22.9 (Financial Indebtedness); (xvii) any Bond Only Security (as defined in the Intercreditor Agreement); and (xviii) any Security not falling within any of paragraphs (i) to (xvii) above over an asset which secures indebtedness, the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any Group Company (other than Security falling within paragraphs (i) to (xvii) above inclusive)) does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time. (b) The Company shall procure that no Sappi Manufacturing Group Company will create or permit to subsist any Security over any of its assets originally encumbered therebyfor Sappi Manufacturing Group Indebtedness other than Security permitted under sub-paragraphs (ii) (arising by operation of law only), (iv), (viii), (ix), (x), (xi), (xii), (xiv) or (xviii) of paragraph (a) above.

Negative Pledge. The Borrower will not, and will not permit (a) No Obligor nor any of its the Material Subsidiaries to, create, incur, assume may create or suffer permit to exist subsist any Lien Security Interest on any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances;assets. (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall Paragraph (a) does not apply to: (i) any lien arising by operation of law in the ordinary course of business and securing amounts not more than 30 days overdue; (ii) any Security Interest over the assets of any company which becomes a Material Subsidiary of an Obligor after the date of this Agreement, provided that: (A) the Security Interest is in existence prior to any other property or asset the date that it becomes a Material Subsidiary and is created otherwise than in contemplation of the Borrower or any becoming a Material Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (ivB) the Indebtedness principal amount secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes immediately prior to it becoming a Material Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person relevant Borrower is merged with not thereafter increased or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionits maturity extended; and (eC) extensionsthe relevant Obligor uses all reasonable endeavours to discharge or procure the discharge of that Security Interest as soon as reasonably practicable after the company is acquired; (iii) any Security Interest over any assets (or documents of title thereto) which are acquired by an Obligor or any Material Subsidiary of an Obligor subject to that Security Interest, renewals, or replacements provided that: (A) the Security Interest is in existence prior to the date of any Lien referred to the acquisition and is created otherwise than in paragraphs contemplation of the acquisition; (aB) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby immediately prior to that asset being acquired does not exceed either its then resale value or its original cost, and is not thereafter increased or its maturity extended; and (C) the relevant Obligor uses all reasonable endeavours to discharge or procure the discharge of that Security Interest as soon as reasonably practicable after the acquisition; (iv) any Security Interest created to secure any excise or import taxes or duties owed to, or industrial grants made by, any state or state agency or authority; (v) Security Interests arising out of rights of consolidation, combination, netting or set-off over any current and/or deposit accounts with a bank or financial institution, where it is necessary to agree to those rights in connection with a treasury management arrangement operated by an Obligor and/or its Material Subsidiaries in the ordinary course of its business or risk management; (vi) any Security Interest resulting from retention of title or conditional sale arrangements which are contained in the normal terms of supply of a supplier of goods to an Obligor or its Material Subsidiary, where the goods are acquired by such Obligor or Material Subsidiary in the ordinary course of business and the arrangements do not constitute Financial Indebtedness; (vii) any Security Interest arising in the ordinary course of business of an Obligor or its Material Subsidiary in relation to that Obligor's or Material Subsidiary's participation in or trading on or through a clearing system or investment, commodity or stock exchange, where, in each case, the Security Interest arises under the rules or normal procedures or legislation governing the clearing system or exchange and neither with the intention of creating security nor in connection with the borrowing or raising of money; (viii) any such extension, renewal Security Interest arising out of or replacement is limited in connection with pre-judgment legal process or a judicial award relating to security for costs; (ix) any Security Interest created by a Material Subsidiary in favour of an Obligor; or (x) any other Security Interests provided that the assets originally encumbered therebyaggregate amount secured by those Security Interests does not exceed US$20,000,000 (or its equivalent in any other currency) at any time.

Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Debt on any of its assets or property asset now owned or hereafter acquired orby it, or assign any right to receive income, except: (ai) Permitted EncumbrancesLiens existing on the date of this Agreement and disclosed on Schedule 5.08 attached hereto and any renewals or extensions thereof, provided that the property covered thereby is not changed; (bii) any Liens Lien existing on any property or asset of any corporation at the time such corporation becomes a Subsidiary or is merged into or consolidated with an Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2a Subsidiary; providedprovided that (i) such Lien is not created in contemplation of such event, that (ii) such Lien shall not apply to any other property or asset of the Borrower or any of its Subsidiaries, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (ciii) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisition, construction cost of acquiring or improvement of constructing such fixed or capital assets (including Liens securing any Capital Lease Obligations)asset; provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition, improvement acquisition or completion of the construction thereof; thereof and (iiiii) such Lien does shall not extend apply to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing property or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or its Subsidiaries; (iiiiv) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created primarily in contemplation of such acquisition; (v) any Subsidiary Lien arising out of the Borrower; providedrefinancing, that extension, renewal or refunding of any such Debt secured by any Lien was not created in the contemplation of permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section 5.08, provided that such Person becomes a Debt is not increased and is not secured by any additional assets; (vi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j); (vii) any Lien on or with respect to the property or assets of any Subsidiary securing obligations owing to the Borrower or the date another Subsidiary; (viii) rights of such merger or the date of such acquisitionoffset and bankers’ liens in connection with Debt permitted hereby; and (eix) extensions, renewals, or replacements Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any Lien referred time outstanding not to in paragraphs exceed ten percent (a) through (d10%) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Tangible Net Worth.

Negative Pledge. The Borrower Neither a Credit Party nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the Effective Date and listed on Schedule 5.9 hereto; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person merges with or becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring such asset, provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 90 days after the acquisition thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower a Credit Party or its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any Subsidiary other asset of the Borrower such Credit Party or its Subsidiaries; (iiie) any Lien existing on any asset prior to the acquisition thereof by the Borrower a Credit Party or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in contemplation of such acquisition; (f) any Lien arising out of the contemplation refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that the amount of such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $5,000,000 and (iii) do not in the aggregate materially detract from the value of the assets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.15(iv) hereof; (j) Liens incurred or deposits or pledges made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, (ii) to secure the payment or performance of tenders, statutory or regulatory obligations, bids, leases, contracts (including contracts to provide customer care services, billing services, transaction processing services and other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or requested by the United States, any State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the foregoing and in connection with any such Lien secures only those contract or statute (exclusive of obligations which it secures on for the date that such Person becomes a Subsidiary payment of borrowed money), or the date (iii) to cover anticipated costs of such merger or the date future redemptions of such acquisitionawards under loyalty marketing programs; and (ek) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section 5.9 securing Debt in an aggregate principal or face amount at any date not to exceed 20% of Consolidated Net Worth of the Indebtedness secured thereby is not increased and that Borrower. In each case set forth above, notwithstanding any such extension, renewal or replacement is limited to stated limitation on the assets originally encumbered therebythat may be subject to such Lien, a Lien on a specified asset or group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof.

Negative Pledge. The Borrower will not, and the Borrower will not permit any of its Subsidiaries Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement granted by the Borrower or any Restricted Subsidiary and securing Indebtedness or other obligations outstanding on the date of this Agreement; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged or consolidated with or into the Borrower or any Restricted Subsidiary and not created in contemplation of the Borrower or such event; (iiic) any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (d) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 365 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness or other obligations secured by any Lien otherwise permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) clauses of this SectionSection 5.07; provided, provided that the principal amount of such Indebtedness or the Indebtedness secured thereby amount of such other obligation, as applicable, is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings that are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments that do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (l) other Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of business of the Borrower or such Restricted Subsidiary that (i) do not secure Indebtedness, (ii) do not secure obligations in an aggregate amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower, and (iii) do not in the aggregate materially detract from the value of the assets of the Borrower or such Restricted Subsidiary or materially impair the use thereof in the operation of its business; (m) Liens required pursuant to the terms of this Agreement; (n) Liens on Permitted Cash Collateral securing only Cash Collateralized Term Loans; (o) Liens on and pledges of the Equity Securities of any joint venture owned by the Borrower or any Restricted Subsidiary (other than any such extension, renewal or replacement joint venture that is limited a Consolidated Subsidiary) to the assets originally encumbered therebyextent securing Indebtedness of such joint venture that is non-recourse to the Borrower or any Restricted Subsidiary; (p) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (q) Liens incurred in the ordinary course of business to secure liability for premiums to insurance carriers or to maintain self-insurance; (r) Liens in favor of the Borrower or any of its wholly-owned Restricted Subsidiaries; (s) rights of first refusal entered into in the ordinary course of business; (t) any letter of credit issued for the account of the Borrower or any of its Affiliates to secure Indebtedness under tax free financings; and (u) Liens not otherwise permitted by the foregoing clauses of this Section 5.07 securing obligations in an aggregate principal or face amount at any date not to exceed 15% of Consolidated Net Tangible Assets; provided, for the purposes of this Section 5.07(u), with respect to any such secured Indebtedness of a non-wholly owned Subsidiary of the Borrower with no recourse to the Borrower or any wholly-owned Subsidiary thereof, only that portion of such Indebtedness reflecting the Borrower’s pro rata ownership interest therein shall be included in calculating compliance herewith.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary Guarantors to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired oracquired, except: (a) Liens securing the Obligations; provided that no Liens may secure Hedging Obligations or Bank Product Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the priority of payments set forth in Section 2.19 and Section 8.2; (b) Permitted Encumbrances; (bc) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (cd) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) rights of set off, rights over a margin call account, any Lien (i) existing on form of cash collateral or similar arrangement, in any asset case for obligations incurred in respect of any Person at Hedging Transactions so long as such Liens do not encumber assets securing the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; andObligations; (ef) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (de) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (g) Liens created pursuant to or in respect of a Permitted Senior Investment Participation; and (h) Liens created pursuant to the New Treasury Credit Agreement or any replacement facility so long as the collateral consists solely of Cash Collateral (as defined in the New Treasury Credit Agreement).

Negative Pledge. The Borrower None of the Borrower, any Covered Subsidiary or any Significant Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing as of the Effective Date; (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money any Lien on any asset (other than Liens upon created to finance or in any fixed or capital assets to secure the purchase price or refinance the cost of construction or improvement of such fixed or capital acquiring the equity interests and other assets acquired or to secure Indebtedness be acquired pursuant to the Caesars Acquisition Agreement) securing Debt incurred solely or assumed for the purpose of financing all or any part of the acquisitioncost of acquiring or constructing such asset (it being understood that, construction or improvement for this purpose, the acquisition of a Person is also an acquisition of the assets of such fixed or capital assets (including Liens securing any Capital Lease ObligationsPerson); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such PROVIDED THAT the Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof, or such longer period, not to exceed 12 months, due to the Borrower's inability to retain the requisite governmental approvals with respect to such acquisition; provided further that, improvement or in the case of real estate, (i) the Lien attaches within 12 months after the latest of the acquisition thereof, the completion of construction thereon or the construction thereof; (iii) such Lien does not extend to any other asset; commencement of full operation thereof and (ivii) the Indebtedness Debt so secured thereby does not exceed the cost sum of acquiring, constructing or improving (x) the purchase price of such fixed or capital assetsreal estate plus (y) the costs of such construction; (d) any Lien (i) existing on any asset of any Person corporation or other business entity (including without limitation the Persons acquired pursuant to the Caesars Acquisition Agreement) existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation or other business entity is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) clauses of this Section; provided, provided that the principal amount of the Indebtedness secured thereby such Debt is not increased and that (other than to cover any transaction costs of such refinancing, extension, renewal or replacement refunding) and is limited to the assets originally encumbered thereby.not secured by any additional assets;

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, except: (a) Permitted Encumbrances; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c)7.1, (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (f) any Liens (i) in favor of the Administrative Agent arising under Section 2.20(g) and (ii) in favor of any trustee under any indentures governing Indebtedness of the Borrower or any of its Subsidiaries securing unpaid fees of such trustee in collateral in possession of such trustee.

Negative Pledge. The Such Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens granted by such Borrower existing as of the Initial Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Liens on any property or asset the Lien of the Borrower or any Subsidiary existing such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Closing Initial Effective Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryissued thereafter; (c) purchase money Liens upon any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Borrower and not created in any fixed or capital assets to secure the purchase price or the cost of construction or improvement contemplation of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsevent; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the such Borrower or any Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Lien secures only those Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which it secures do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Indebtedness, (ii) do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to such Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or a Person who was, at the time of issuance, a Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of such Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the Consolidated Net Assets of such Borrower; (p) Liens on the date that such Person becomes a Subsidiary or fuel used by the date of such merger or the date of such acquisitionProgress Borrowers in their power generating businesses; and (eq) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited Liens on regulatory assets up to the assets originally encumbered therebyamount approved by state legislatures and/or regulatory orders.

Negative Pledge. The Neither the Borrower nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $30,000,000; (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Consolidated Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring or constructing such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition, improvement acquisition or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien secures only those obligations which it secures on is not increased; (h) Liens incidental to the date that such Person becomes a Subsidiary conduct of its business or the date ownership of such merger its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the date use thereof in the operation of such acquisitionits business; (i) any Lien on Margin Stock; and (ej) extensions, renewals, or replacements Liens not otherwise permitted by the foregoing paragraphs of this Section securing Debt (other than indebtedness represented by the Notes) in an aggregate principal amount at any Lien referred time outstanding not to in exceed 10% of Consolidated Tangible Net Worth. Provided Liens permitted by the foregoing paragraphs (a) through (dj) shall at no time secure Debt in an aggregate amount greater than 15% of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Tangible Net Worth.

Negative Pledge. The Borrower Neither Guarantor nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on (i) the Leased Property, other than Permitted Liens, and (ii) any of its assets or property other asset now owned or hereafter acquired or, by it except: (ai) Permitted EncumbrancesLiens existing on the Document Closing Date that have attached (or that hereafter attach, pursuant to agreements in effect on the date hereof, to assets not owned by Persons subject to such agreements on the date hereof); (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (iii) any Lien (created pursuant to an equipment trust agreement, conditional sale agreement, chattel mortgage or lease or otherwise) on any asset or pool of assets securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring, constructing or rebuilding such asset or pool of assets; (iiiv) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower Guarantor or a Subsidiary and not created in contemplation of such event; (v) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Guarantor or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (vi) Liens created, assumed or existing on assets associated with real estate development projects or development joint ventures (other than the Leased Property); (vii) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than by the Permitted Additional Amount) and is not secured by any additional assets (other than any replacement assets); (viii) inchoate tax Liens; (ix) Liens arising in the ordinary course of its business, which (i) do not secure Debt or Derivatives Obligations and (ii) do not, in the aggregate, materially detract from the value of its material assets or materially impair the use thereof in the operation of its business; (x) Liens on “margin stock” (as defined in the Margin Regulations), if and to the extent that the value of such margin stock exceeds 25% of the total assets of Guarantor and its Subsidiaries subject to this Section; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation Guaranty (xi) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (xii) Liens upon real and/or personal property, which property was acquired after the Document Closing Date (by purchase, construction or otherwise) by Guarantor or any of its Subsidiaries, provided that each of such Liens exists only on such property and any such Lien secures only those obligations which it secures on proceeds or replacements thereof; (xiii) Liens not otherwise permitted by the date that such Person becomes a Subsidiary or foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not in excess of the date greater of such merger or the date (x) 10% of such acquisitionConsolidated Total Capital and (y) $600,000,000; and (exiv) extensionsLiens on assets of a Subsidiary to secure obligations owed by such Subsidiary to Guarantor. Notwithstanding the foregoing, renewalsneither Guarantor nor any Subsidiary will create, assume, incur or replacements of suffer to exist any Lien referred otherwise permitted by this Section (b) on any equity interest or Debt of Lessee now directly owned or hereafter acquired to secure any Debt for money borrowed or Debt evidenced by a bond, note, debenture or other evidence of indebtedness, without in paragraphs (a) through (d) of this Section; provided, that the principal amount any such case making effective provision whereby all of the Indebtedness obligations owing hereunder shall be secured thereby is not increased equally and that any ratably with such extension, renewal or replacement is limited to the assets originally encumbered therebyDebt.

Negative Pledge. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its their assets or property now owned or hereafter acquired or, except: (a) Permitted EncumbrancesLiens securing the Obligations; (b) Permitted Liens; (c) any Liens on any property or asset of the a Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the such Borrower or any Subsidiary; (cd) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (de) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrowera Borrowers, (ii) existing on any asset of any Person at the time such Person is merged with or into the a Borrower or any Subsidiary of the a Borrower or (iii) existing on any asset prior to the acquisition thereof by the a Borrower or any Subsidiary of the a Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (ef) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby.

Negative Pledge. The Neither the Borrower nor any Subsidiary of the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens created under the Financing Documents; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Effective Date set forth securing Debt outstanding on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any SubsidiaryEffective Date; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, Borrower and not created in contemplation of such event; (iid) existing any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; provided that such Lien shall not attach to any asset held by the Borrower or any Subsidiary of the Borrower immediately prior to such merger or consolidation; (iiif) any Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was Borrower and not created in the contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary clauses or the date of such merger or the date of such acquisition; and clause (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (do) of this Section; provided, provided that the principal amount of the Indebtedness secured thereby such Debt is not increased and is not secured by any additional assets (other than, in the case of Debt permitted under Section 5.07(b)(vii), Liens on assets of any Subsidiary permitted under such Section 5.07(b)(vii) and Section 5.16(b) to be obligated on such Debt); (h) Liens arising in the ordinary course of its business which do not secure obligations in an aggregate amount in excess of $25,000,000 and do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens in connection with worker’s compensation, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith deposits in connection with tenders, contracts or leases to which the Borrower or any of its Subsidiaries is a party or other deposits required to be made in the ordinary course of business and not in connection with borrowing money or obtaining advances or credit; provided in each case that the obligation or liability arises in the ordinary course of business and if overdue is being contested in good faith by appropriate proceedings; (j) inchoate materialmen’s, 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 extensionDebt 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; (n) Liens on cash and Temporary Cash Investments that secure contingent obligations to reimburse any bank or other Person for amounts paid under Guarantees, renewal surety or replacement is 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 originally encumbered therebyand revenues of the related AES Businesses and the Capital Stock or other assets (including contract rights) of Subsidiaries of the Borrower having a direct or indirect interest in such AES Businesses and, in the case of any Cameroon Business, the assets and revenues of any other Cameroon Business and the Capital Stock (other than Capital Stock that has been pledged to the Secured Holders pursuant to the Collateral Documents) or other assets (including contract rights) of Subsidiaries of the Borrower (other than Subsidiary Guarantors) having a direct or indirect interest in any Cameroon Business; (p) Liens on the Creditor Group Collateral securing the Debt of the Borrower or obligations of the Borrower under Hedge Agreements; provided that Liens on the Creditor Group Collateral securing First Priority Secured Debt of the Borrower shall only secure First Priority Secured Debt up to an aggregate principal amount not to exceed $1,750,000,000 (less the aggregate amount of mandatory prepayments of Term Loans and mandatory reductions of Revolving Credit Loan Commitments resulting from the application of Net Cash Proceeds from IPALCO Asset Sales); (q) Liens securing Debt permitted by Section 5.07(a)(viii) or Section 5.07(b)(iv), provided that such Debt is secured solely by the asset that is the subject of the proposed sale, transfer or other disposition related to such Debt; (r) Liens on the assets of, or Investments in, any Excluded AES Entity securing Debt or other obligations of any Excluded AES Entity permitted to be incurred hereunder; (s) Liens on cash set aside at the time of the issuance of Debt permitted to be incurred pursuant to Section 5.07 or Temporary Cash Investments purchased with such cash, in either case to the extent that such cash or Temporary Cash Investments pre-fund the repayment or redemption of such Debt and are held in a third party escrow account with an escrow agent on terms and conditions reasonably satisfactory to the Agent to be applied for such purpose; (i) Liens on cash and Temporary Cash Investments that secure letters of credit up to an aggregate principal amount not to exceed $300,000,000 and (ii) Liens on rights under agreements relating to the sale of Equity Interests of the Borrower (and any ancillary agreements) that secure letters of credit; provided that at the time such Lien is created, no Default or Event of Default has occurred or is continuing; and (u) Liens existing on any asset of any Subsidiary of the Borrower at the time such Subsidiary ceased to be an “Excluded AES Entity” hereunder that were permitted pursuant to Section 5.10(r) when such Subsidiary was an “Excluded AES Entity”.

Negative Pledge. The Neither the Borrower will not, and will not permit nor any of its Subsidiaries to, will create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $5,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth date of this Agreement (assuming the Unilin Acquisition has been consummated) and described on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary5.06; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that Lien existing on (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Consolidated Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person or is merged or consolidated with or into the Borrower or any a Consolidated Subsidiary of (including in connection with the Borrower or Unilin Acquisition) and (iiiii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provideda Consolidated Subsidiary, that any such Lien was in each case, not created in the contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (e) Liens securing Debt owing by any Subsidiary to the Borrower; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien secures only those obligations is not increased; (g) Liens incidental to the conduct of its business or the ownership of its assets which it secures (i) do not secure Debt and (ii) do not, in the aggregate, materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) any Lien on Margin Stock; (i) Liens in connection with an Asset Securitization permitted under Section 5.09; (j) Liens involuntarily imposed and being contested in good faith, subject to the Borrower or such Subsidiary having established reasonable reserves therefor to the extent required under GAAP; (k) Liens against the assets of Aladdin (formerly owned by Galaxy) under the Catoosa Co. IRB solely to the extent existing as of the date that such Person becomes a Subsidiary or hereof; (l) Liens against the assets of Aladdin (formerly owned by Image Industries, Inc.) under the Summerville City IRB solely to the extent existing as of the date of such merger or the date acquisition by Aladdin of such acquisitioncertain assets of Image Industries, Inc. as contemplated by that certain Asset Purchase Agreement dated as of November 12, 1998, by and among Aladdin, Image Industries, Inc. and The Maxim Group, Inc., as amended and restated on January 29, 1999; and (em) extensions, renewals, or replacements Liens granted to the Administrative Agent for the benefit of any Lien referred to in the Administrative Agent and the Banks under the Loan Documents; provided that Liens permitted by the foregoing paragraphs (a) through (dh) of this Section; providedshall at no time secure Debt, that the principal amount when aggregated with outstanding Debt of the Indebtedness secured thereby is not increased and that any such extensionSubsidiaries permitted pursuant to Section 5.18(e), renewal or replacement is limited to the assets originally encumbered therebyin an aggregate amount exceeding 15% of Consolidated Net Worth.

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired oracquired, except: (a) Permitted Encumbrances; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c)this Agreement, (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the original cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and; (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (df) of this SectionSection 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (f) any right which any municipal or governmental body or agency may have by virtue of any franchise, license, contract or status to purchase or designate a purchaser of, or order the sale of, any property of the Borrower or any Subsidiary upon payment of reasonable compensation therefor or to terminate any franchise, license or other rights or to regulate the property and business of the Borrower or any Subsidiary; (g) Liens on cash and cash equivalents granted pursuant to master netting agreements entered into in the ordinary course of business in connection with Hedging Transactions; provided that (i) the transactions secured by such Liens are governed by standard International Swaps and Derivatives Association, Inc. (“ISDA”) documentation, and (ii) such Hedging Transactions consist of derivative transactions contemplated to be settled in cash and not by physical delivery and are designed to minimize the risk of fluctuations in oil and gas prices, interest rates or foreign currency rates with respect to the Borrower’s and its Subsidiaries’ operations in the ordinary course of its business; (h) Liens pursuant to master netting agreements entered into in the ordinary course of business in connection with Hedging Transactions, in each case pursuant to which the Borrower or any Subsidiary of the Borrower, as a party to such master netting agreement and as pledgor, pledges or otherwise transfers to the other party to such master netting agreement, as pledgee, in order to secure the Borrower’s or such Subsidiary’s obligations under such master netting agreement, a Lien upon and/or right of set off against, all right, title, and interest of the pledgor in any obligations of the pledgee owed to the pledgor, together with all accounts and general intangibles and payment intangibles in respect of such obligations and all dividends, interest, and other proceeds from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any or all of the foregoing; (i) Liens securing Indebtedness permitted under Section 7.1(g); and (j) After consummation of the Tuscarora Acquisition, Liens not otherwise permitted by this Section 7.2 if at the time of, and after giving effect to, the creation or assumption of any such Lien, the aggregate of all obligations of the Borrower and its Subsidiaries secured by any Liens not otherwise permitted hereby does not exceed five percent (5%) of the sum of (i) the consolidated owners’ equity, determined in accordance with GAAP, of the Borrower and its Subsidiaries, and (ii) Consolidated Total Funded Debt.

Negative Pledge. The Borrower Neither the Company nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $75,000,000 (exclusive of Liens permitted by clause (h) of this Section); (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing the acquisition, construction all or improvement any part of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed asset, provided that such Lien attaches to such asset concurrently with or capital assets;within 180 days after the acquisition thereof or completion of the construction or improvement thereto, as the case may be, (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower Company or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) clauses of this Section; provided, provided that the principal amount of the Indebtedness secured thereby such Debt is not increased and that is not secured by any such extensionadditional assets; (g) Liens not otherwise permitted by the foregoing clauses of this Section arising in the ordinary course of its business which (i) do not secure Debt, renewal or replacement is limited to (ii) do not secure obligations in an amount exceeding $100,000,000 in the aggregate and (iii) do not materially impair the use of the assets originally encumbered therebysubject thereto in the operation of the business of the Company and its Subsidiaries; or (h) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or interest rate and currency swaps in an aggregate principal amount, notional principal and final exchange amount at any time outstanding not to exceed $50,000,000.

Negative Pledge. The Borrower Neither the Company nor any Consolidated Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding US$10,000,000; (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Consolidated Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset (other than Equity Interests, Indebtedness or in any fixed inventory) securing Debt incurred or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring or constructing such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition, improvement acquisition or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower Company or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Company or any a Consolidated Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to any Borrower or Subsidiary Guarantor; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien secures only those obligations which it secures on is not increased; (h) Liens incidental to the date that such Person becomes a Subsidiary conduct of its business or the date ownership of such merger its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the date use thereof in the operation of such acquisitionits business; (i) any Lien on Excess Margin Stock; and (ej) extensionsLiens not otherwise permitted by the foregoing clauses of this Section securing Debt (other than Loans) in an aggregate principal amount at any time outstanding which, renewals, or replacements together with the amount of any Lien referred to in Debt secured by Liens permitted by the foregoing paragraphs (a) through (d) i), does not exceed 10% of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Total Assets.

Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $60,000,000; (b) any Liens Lien existing on any property or asset of any corporation at the Borrower or any time such corporation becomes a Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring or constructing such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, PROVIDED that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition, improvement acquisition or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person corporation existing at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, PROVIDED that such Person becomes Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt and (ii) do not secure any single obligation (or class of obligations having a Subsidiary or the date of such merger or the date of such acquisitioncommon cause) in an amount exceeding $50,000,000; and (eh) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal amount at any time outstanding not exceeding 10% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Net Worth.

Negative Pledge. The Borrower Neither the Company nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement; (b) any Liens Lien existing on any property or asset of any corporation or other entity at the Borrower time such corporation or any other entity becomes a Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days after the acquisitionacquisition thereof; (d) any Lien on any asset of any corporation or other entity existing at the time such corporation or other entity is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event, improvement or completion of the construction thereof; (iii) provided that such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital additional assets; (de) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower Company or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any such Lien secures only those obligations which it secures additional assets; (g) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the date books of the Company in accordance with GAAP; (h) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in a Default under Section 7.6 hereof; (i) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (j) deposits to secure the performance of bids, trade contracts (other than for Debt or Derivatives Obligations), leases, statutory obligations, surety bonds, appeal bonds with respect to judgments not exceeding $25,000,000, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (k) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Company and its Subsidiaries; (l) other Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (m) Liens arising from receivables financings accounted for as sales under generally accepted accounting principles; provided that the aggregate unrecovered investment of the purchasers shall at no time exceed $100,000,000 (plus accrued interest); (n) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionLiens may at no time exceed $10,000,000; and (eo) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal or face amount of the Indebtedness secured thereby is at any date not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyexceed $25,000,000.

Negative Pledge. The Borrower Neither the Applicant Party nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien securing Debt on any of its assets or property asset now owned or hereafter acquired orby it, or assign any right to receive income, except: (ai) Permitted EncumbrancesLiens existing on the date of this Agreement and disclosed on Schedule 5.08 attached hereto and any renewals or extensions thereof, provided that the property covered thereby is not changed; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary or is merged into or consolidated with an Applicant Party or a Subsidiary; provided that (i) such Lien is not created in contemplation of the Borrowersuch event, (ii) existing such Lien shall not apply to any other property or asset of the Applicant Party or any of its Subsidiaries, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (iii) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any Person at part of the time cost of acquiring or constructing such Person is merged asset; provided that (i) such Lien attaches to such asset concurrently with or into within 180 days after the Borrower acquisition or construction thereof and (ii) such Lien shall not apply to any other property or asset of the Applicant Party or any Subsidiary of the Borrower or its Subsidiaries; (iiiiv) any Lien existing on any asset prior to the acquisition thereof by the Borrower Applicant Party or a Subsidiary and not created primarily in contemplation of such acquisition; (v) any Subsidiary Lien arising out of the Borrower; providedrefinancing, that extension, renewal or refunding of any such Debt secured by any Lien was not created in the contemplation of permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section 5.08, provided that such Person becomes a Debt is not increased and is not secured by any additional assets; (vi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j); (vii) any Lien on or with respect to the property or assets of any Subsidiary securing obligations owing to the Applicant Party or the date another Subsidiary; (viii) rights of such merger or the date of such acquisitionoffset and bankers’ liens in connection with Debt permitted hereby; and (eix) extensions, renewals, or replacements Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any Lien referred time outstanding not to in paragraphs exceed ten percent (a) through (d10%) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Tangible Net Worth.

Negative Pledge. The Borrower Neither the Company nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement; (b) any Liens Lien existing on any property or asset of any corporation or other entity at the Borrower time such corporation or any other entity becomes a Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that and not created in contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiaryevent; (c) purchase money Liens upon any Lien on any asset securing Debt incurred or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely assumed for the purpose of financing all or any part of the acquisitioncost of acquiring such asset, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 days after the acquisitionacquisition thereof; (d) any Lien on any asset of any corporation or other entity existing at the time such corporation or other entity is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event, improvement or completion of the construction thereof; (iii) provided that such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital additional assets; (de) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower Company or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any such Lien secures only those obligations which it secures additional assets; (g) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the date books of the Company in accordance with GAAP; (h) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in a Default under Section 7.6 hereof; (i) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (j) deposits to secure the performance of bids, trade contracts (other than for Debt or Derivatives Obligations), leases, statutory obligations, surety bonds, appeal bonds with respect to judgments not exceeding $25,000,000, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (k) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material in amount ' and that do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Company and its Subsidiaries; (l) other Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (m) Liens arising from receivables financings accounted for as sales under generally accepted accounting principles; provided that the aggregate unrecovered investment of the purchasers shall at no time exceed $100,000,000 (plus accrued interest); (n) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionLiens may at no time exceed $10,000,000; and (eo) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal or face amount of the Indebtedness secured thereby is at any date not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyexceed $25,000,000.

Negative Pledge. The Neither the Borrower nor any Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $2,000,000; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date clauses of this Section, provided that such Person becomes Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a Subsidiary or common cause) in an amount exceeding $10,000,000; (h) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the date aggregate amount of cash and cash equivalents subject to such merger or the date of such acquisitionLiens may at no time exceed $75,000,000; and (ei) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that the Section securing Debt in an aggregate principal or face amount not at any time exceeding 5% of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyConsolidated Tangible Net Worth.

Negative Pledge. The Borrower Company will not, and will not permit any of its Subsidiaries --------------- Consolidated Subsidiary to, create, incur, assume or suffer to exist any Lien on mortgage, pledge, security interest, encumbrance or other lien upon any of its assets or property property, now owned or hereafter acquired oracquired, exceptof the Company or any Consolidated Subsidiary (the sale with recourse of receivables or any sale and lease back of any fixed assets being deemed to be the giving of a lien thereon for money borrowed), other than: (a) Permitted Encumbrancesliens existing on the date of this Agreement on any property, provided that the amount secured by any such lien is not greater than the amount secured thereby on the date of this Agreement; (b) any Liens liens on any property or asset (including but not limited to margin stock (within the meaning of Regulations G, T, U and X of the Borrower Board of Governors of the Federal Reserve System)) hereafter acquired existing at the time of such acquisition or created within a period of 120 days following any Subsidiary existing such acquisition to secure or provide for the payment of any part of the purchase price thereof or liens to secure indebtedness incurred to fund or refund any liens within the scope of this subsection (b) provided that the amount secured by any such lien is not greater than the amount secured thereby on the Closing Date set forth on Schedule 7.2; provideddate of such acquisition or within the 120 day period, that such Lien shall not apply to any other property or asset of as the Borrower or any Subsidiarycase may be; (c) purchase money Liens upon or in any fixed or capital assets to secure liens securing indebtedness of a Consolidated Subsidiary outstanding on the purchase price or date that the cost of construction or improvement of Company acquires such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsConsolidated Subsidiary; (d) liens for taxes, assessments or governmental charges or levies not yet due and payable or being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, provided that a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and no foreclosure, distraint, sale or other similar proceedings shall have been commenced; (e) statutory liens of landlords and liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, provided that a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor; (f) liens incurred or deposits made in the ordinary course of business in connection with workmen's compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (g) liens created hereafter in connection with borrowing or pledges of receivables which liens when added to all sales and discounting transactions contemplated by Section 5.7 do not in the aggregate exceed 10% of Consolidated Net Worth; (h) liens, security interests and any Lien (i) existing other encumbrances on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionits treasury shares; and (ei) extensionsliens arising in connection with a Securitization permitted by Section 5.7 hereof, renewals, or replacements of any Lien referred to limited in paragraphs (a) through (d) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited each case to the assets originally encumbered therebyaccounts therein or in any trust or similar entity utilized to effect such Securitizations and to any equipment giving rise to such accounts.

Negative Pledge. The Borrower will notEnter into any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits any Restricted Subsidiary (other than an Excluded Subsidiary) (i) that is not a Loan Party, and will not permit any of its Subsidiaries to pay dividends or distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or (ii) to create, incur, assume or suffer to exist any Lien Liens on any property of its assets or property now owned or hereafter acquired or, exceptsuch Person (other than Excluded Assets) for the benefit of the Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that are not intended to be secured on a first lien basis); provided that the foregoing shall not apply to Contractual Obligations that: (a) (i) exist on the Closing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted EncumbrancesRefinancing thereof or other Contractual Obligations executed on the Closing Date in connection with the Transactions; (b) any Liens are binding on any property a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or asset are binding on a newly formed Restricted Subsidiary that purchases or acquires (in one transaction or a series of transactions) all or substantially all of the Borrower property and assets or any business of another Person or assets constituting a business unit, line of business or division of another Person, so long as, in each case, such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that (or such Lien shall not apply acquisition) or are binding with respect to any other property or asset of at the Borrower or any Subsidiarytime such asset was acquired; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost are Contractual Obligations of construction or improvement of such fixed or capital assets a Restricted Subsidiary that is not a Loan Party or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches extent applicable only to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assetsExcluded Assets; (d) are customary restrictions that arise in connection with (A) any Lien permitted by Section 7.01 and relate to the property subject to such Lien or (B) any Disposition permitted by Section 7.05 applicable pending such Disposition solely to the assets (including Equity Interests) subject to such Disposition; (e) are joint venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such Joint Venture; (f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof; (g) are restrictions in leases, subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business so long as such restrictions relate to the assets subject thereto; (h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (i) existing on any asset are customary provisions restricting subletting or assignment of any Person at lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the time such Person becomes ordinary course of business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) comprise restrictions that are, taken as a Subsidiary whole, in the good faith judgment of the BorrowerBorrower (i) no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, (ii) existing on no more restrictive than the restrictions contained in this Agreement, or not reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any asset payments required hereunder; (n) apply by reason of any Person at the time such Person is merged with applicable Law, rule, regulation or into order or are required by any Governmental Authority having jurisdiction over the Borrower or any Subsidiary Restricted Subsidiary; (o) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03(g), (h), (i), (j), (l), (m), (x) or (y); (p) Contractual Obligations that are subject to the applicable override provisions of the Borrower UCC; (q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements or other similar agreements; (iiir) existing on any asset prior to the acquisition thereof net worth provisions contained in agreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or such Restricted Subsidiary to meet its ongoing obligations; (s) restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the applicable Cash Management Services, (ii) any treasury arrangements and (iii) any Hedge Agreement; (t) restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any Restricted Subsidiary of the Borrower; providedsuch Intellectual Property, that any such Lien was not created which licenses, sublicenses and cross-licenses were entered into in the contemplation ordinary course of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionbusiness; and (eu) extensionsother restrictions or encumbrances imposed by any amendment, renewalsmodification, restatement, renewal, increase, supplement, refunding, replacement or replacements refinancing of any Lien the contracts, instruments or obligations referred to in paragraphs (a) through (d) the preceding clauses of this Section; providedprovided that no such amendment, that modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the principal amount good faith determination of the Indebtedness secured thereby is not increased Borrower, materially more restrictive with respect to such encumbrances and that any such extensionother restrictions, renewal or replacement is limited taken as a whole, than those in effect prior to the assets originally encumbered therebyrelevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Notwithstanding the foregoing, in no event shall any Loan Party or any Restricted Subsidiary enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on any Material Intellectual Property related to any Specified Product for the benefit of the Lenders to secure the Obligations under the Loan Documents, other than any prohibitions included in any licenses or sublicenses of any Specified Product in the ordinary course of business.

Negative Pledge. The Borrower After the Closing Date, Parent will not, and will not permit any of its Subsidiaries Subsidiary to, create, incur, assume or suffer to exist be created any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) any Permitted Encumbrances; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Borrowercost of acquiring, constructing or improving such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition, construction or improvement thereof; (iid) existing any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower Parent or a Subsidiary and not created in contemplation of such event; (e) any Subsidiary of the Borrower or (iii) Lien existing on any asset prior to the acquisition thereof by the Borrower Parent or any a Subsidiary of the Borrower; provided, that any such Lien was and not created in the contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 5.08; provided that such Debt is not increased and is not secured by any such Lien secures only those obligations additional assets; (g) Liens arising in the ordinary course of its business which it secures (i) do not secure Debt and (ii) do not secure any single obligation (or any group of related obligations) in an amount exceeding $100,000,000; (h) Liens existing on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisitionClosing Date and set forth on Schedule 5.08 hereto; and (ei) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) Liens not otherwise permitted by the foregoing clauses of this Section; provided, that Section 5.08 securing Debt in an aggregate principal amount at any time outstanding under this Section 5.08(h) together with the aggregate principal amount of the Indebtedness secured thereby is unsecured Debt of non-Credit Parties outstanding pursuant to Section 5.09(g), not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered therebyexceed 10% of Adjusted Consolidated Net Worth.

Negative Pledge. The Borrower None of the Borrower, any Covered Subsidiary or any Significant Subsidiary will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property asset now owned or hereafter acquired orby it, except: (a) Permitted EncumbrancesLiens existing as of the Effective Date; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary; (c) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person Borrower or at the time such Person is merged or consolidated with or into the Borrower or any a Subsidiary of the Borrower Borrower, in each case where the Lien is not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset (iiiit being understood that, for this purpose, the acquisition of a Person is also an acquisition of the assets of such Person); provided that the Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof, or such longer period, not to exceed 12 months, due to the Borrower's inability to retain the requisite governmental approvals with respect to such acquisition; provided further that, in the case of real estate, (i) the Lien attaches within 12 months after the latest of the acquisition thereof, the completion of construction thereon or the commencement of full operation thereof and (ii) the Debt so secured does not exceed the sum of (x) the purchase price of such real estate plus (y) the costs of such construction; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower or any a Subsidiary of the Borrower; provided, that any such Lien was Borrower and not created in the contemplation of such acquisition; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; and (e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) clauses of this Section; provided, provided that the principal amount of the Indebtedness secured thereby such Debt is not increased and that (other than to cover any transaction costs of such refinancing, extension, renewal or replacement refunding) and is limited to not secured by any additional assets; (f) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any single obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets originally encumbered thereby.or materially impair the use thereof in the operation of its business;