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 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. (a) The Borrower will notCompany shall not create or have outstanding, and shall ensure that none of the Principal Controlled Entities will not permit create or have outstanding, any Security upon the whole or any part of their respective present or future assets securing any Relevant Indebtedness, or create or have outstanding any guarantee or indemnity in respect of any Relevant Indebtedness either of the Company or of any of its Subsidiaries tothe Company’s Principal Controlled Entities, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired or, exceptwithout: (ai) Permitted Encumbrances;at the same time or prior thereto securing or guarantee of the liabilities of the Company under the Finance Documents equally and ratably therewith; or (ii) providing such other Security or guarantee for the Facility as shall be approved by the Majority Lenders. (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) above does not apply to to: (i) any other property Security arising or asset already arisen automatically by operation of the Borrower law which is timely discharged or any Subsidiarydisputed in good faith by appropriate proceedings; (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 any Security in respect 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 obligations of any Person at the time such Person person which becomes a Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged Principal Controlled Entity or which merges with or into the Borrower Company or any Subsidiary a Principal Controlled Entity after the date of the Borrower Indenture which is in existence at the date on which it becomes a Principal Controlled Entity or merges with or into the Company or a Principal Controlled Entity; (iii) existing on any asset prior to Security created or outstanding in favour of the acquisition thereof by the Borrower Company or any Subsidiary Security created by any of the Borrower; provided, that any such Lien was not created Controlled Entities of the Company in the contemplation favour of any of the foregoing and Company’s other Controlled Entities; (iv) any Security in respect of Relevant Indebtedness of the Company or any Principal Controlled Entity with respect to which the Company or such Lien secures only those Principal Controlled Entity has paid money or deposited money or securities with a paying agent, trustee or depository to pay or discharge in full the obligations which it secures on of the date Company or such Principal Controlled Entity in respect thereof (other than the obligation that such Person becomes a Subsidiary money or securities so paid or deposited, and the date of proceeds therefrom, be sufficient to pay or discharge such merger or the date of such acquisition; andobligations in full); (ev) extensions, renewalsany Security created in connection with a project financed with, or replacements of created to secure, Non-recourse Obligations; or (vi) any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount Security arising out of the Indebtedness secured thereby is not increased and that any such refinancing, extension, renewal or replacement refunding of any Relevant Indebtedness secured by any Security permitted by paragraphs (ii), (v) or this paragraph (vi); provided that such Relevant Indebtedness is limited to not increased beyond the assets originally encumbered therebyprincipal amount thereof (together with the costs of such refinancing, extension, renewal or refunding, including any accrued interest and prepayment premiums or consent fees) and is not secured by any additional property or assets.

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 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 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 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 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. 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. (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 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 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 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 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 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 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 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 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 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 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 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 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 first Utilisation 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 member of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Group; (c) which is created pursuant to any of the Relevant Finance Documents (including any Additional Facilities) and any Senior Secured Notes Documents; (d) arising from any 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) 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 (j) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any time; (h) over any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (e) of Clause 25.6 (Disposals), shall not exceed £100 million at any time; (i) over or affecting any asset of any company which becomes a member of the Borrower or any Subsidiary existing Bank Group after the Original Execution Date, where such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if: (i) such Encumbrance was not created in contemplation of the acquisition of such company; and (ii) to the extent not repaid by close of business on the Closing Date set forth date upon which such company became a member of the Bank Group, the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (g) or (j) of Clause 25.4 (Financial Indebtedness); (j) constituted by a rent deposit deed entered into on Schedule 7.2; providedarm’s length commercial terms and in the ordinary course of business securing the obligations of a member of the Bank Group in relation to property leased to a member of the Bank Group; (k) constituted by an arrangement referred to in paragraph (d) of the definition of Financial Indebtedness; (l) which is granted over the shares of, Indebtedness owed by or other interests held in, or over the assets (including, without limitation, present or future revenues), attributable to a Project Company, a Bank Group Excluded Subsidiary or a Permitted Joint Venture; (m) over cash deposited as security for the obligations of a member of the Bank Group in respect of a performance bond, guarantee, standby letter of credit or similar facility entered into in the ordinary course of business of the Bank Group; (n) which is created by any member of the Bank Group in substitution for any Existing Encumbrance referred to in paragraph (a)(ii) above, provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such Lien increased amount would be permitted under another paragraph of this Clause 25.2; (o) securing any Financial Indebtedness on a pari passu or junior ranking basis with respect to any part of the Facilities, provided that: (i) the ratio of Consolidated Senior Net Debt to Consolidated Operating Cashflow (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) would be equal to, or less than, 3.00:1.00 (rounded to the second decimal number), provided that this limitation shall not apply to any Financial Indebtedness the proceeds of which are used to refinance (A) the Facilities (including any Additional Facility), (B) any Senior Secured Notes or (C) any other property or asset of Financial Indebtedness which is secured by assets that are subject to the Borrower or any SubsidiarySecurity; (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) the proceeds of any such Lien attaches Financial Indebtedness shall not be used in payment of any dividends or distributions to such asset concurrently the Ultimate Parent’s shareholders or within 90 days after the acquisition, improvement or completion any repurchase of capital stock 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 acquisitionUltimate Parent; and (eiii) extensions(A) any such Financial Indebtedness ranking pari passu with the Facilities outstanding on the Original Execution Date or any Financial Indebtedness that would have ranked pari passu with the Facilities outstanding on the Original Execution Date is subject to the Group Intercreditor Agreement and the HYD Intercreditor Agreement and (B) any such Financial Indebtedness which is secured on a junior ranking basis over assets subject to the Security, renewalssuch junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or replacements other beneficiary of such security in respect of any Lien referred payment will be subordinated to the rights of the Relevant Finance Parties under an intercreditor agreement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and, in each case, the Relevant Finance Parties agree to execute such intercreditor agreement as soon as practicable following request from the Company; or (p) securing Financial Indebtedness the principal amount of which (when aggregated with the principal amount of any other Financial Indebtedness which has the benefit of an Encumbrance other than as permitted pursuant to paragraphs (a) through to (do) of this Sectionabove) does not exceed £330 million (or its equivalent in other currencies), including Financial Indebtedness: (i) which may be secured on assets not subject to the Security; provided, or (ii) which may be secured on a junior ranking basis over assets subject to the Security provided that such junior ranking security shall be granted on terms where the principal amount rights of the Indebtedness secured thereby is not increased and that relevant mortgagee, chargee or other beneficiary of such security in respect of any such extension, renewal or replacement is limited payment will be subordinated to the assets originally encumbered therebyrights of the Relevant Finance Parties under an intercreditor arrangement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and provided further that each of the Relevant Finance Parties agrees to execute such intercreditor agreement as soon as practicable following request from the Company.

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 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 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 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 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 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 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 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 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 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 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 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 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 (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 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. 1) The Borrower will notundertakes with the Bank that, and so long as any Commitment is in force or any monies or obligations are outstanding under this Agreement, it will not create or permit to subsist any Encumbrance other than any Permitted Encumbrance over all or any part of its Subsidiaries to, create, incur, assume present or suffer future undertaking assets rights or revenues; 2) Paragraph (1) above shall not apply to exist any Lien on any of its assets or property now owned or hereafter acquired or, exceptEncumbrance: (a) Permitted Encumbrancescreated or outstanding with the prior written consent of the Bank including those listed in Schedule 4 of this Agreement provided that, unless permitted by any other exception below, the aggregate principal amount secured by such Encumbrance will not be increased without further consent of the Bank; (b) arising by operation of law and not as a result of any Liens default or omission on any property or asset the part 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 member of the Borrower or any SubsidiaryGroup having regard to the custom in the relevant trade for settlement of accounts; (c) purchase money Liens upon or arising under any retention of title arrangements entered into in any fixed or capital assets to secure the purchase price or the cost ordinary course of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely trading and not entered into primarily for the purpose of financing securing any Financial Indebtedness; d) over goods or documents of title to goods arising in the acquisition, construction or improvement ordinary course of documentary credit transactions; e) provided that simultaneously with the creation of such fixed or capital Encumbrance the obligations of the Borrower under this Agreement are equally and rateably secured by a comparable Encumbrance on other assets (including Liens securing any Capital Lease Obligations); provided, that (iacceptable to the Bank in form and substance satisfactory to it; f) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days on assets acquired after the acquisitiondate of this Agreement, improvement or completion on assets 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 a body corporate which becomes a Subsidiary by acquisition after the date of the Borrowerthis Agreement, (iiprovided that: i) existing on any asset of any Person at the time such Person Encumbrance is merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset in existence prior to the such acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided, that any such Lien was and is 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 ii) the amount secured by such Encumbrance does not exceed, at any time, the maximum amount secured or agreed to be secured by it (ein accordance with the original terms on which such Encumbrance was created) extensionsas at the date of acquisition; and iii) such Encumbrance is discharged within a period of 6 months after the acquisition or (only in the case of an acquisition of a body corporate) where the terms of such Encumbrance do not permit repayment of the amount secured by such Encumbrance within such period, renewalson the earliest date or dates permitted by the terms of such Encumbrance for such repayment; and iv) no guarantee is given by the Borrower or any other member of the Group in respect of such Encumbrance or the amount secured by it; g) over any assets to secure Indebtedness of any member of the Group where the lender has no right of recovery of such Indebtedness against the general assets and undertaking of such member of the Group but has a limited right of recourse only against the asset acquired with the proceeds of such Indebtedness; h) created in favour of a plaintiff or defendant in any action, or replacements the court or tribunal before which such action is brought, as security for costs or expenses where any member of the Group is prosecuting or defending such action in the bona fide interests of that member and/or any Lien referred other member of the Group; i) pursuant to any order of attachment distraint garnishee order or injunction restraining disposal of assets or similar legal process arising in connection with legal proceedings; j) securing Indebtedness incurred to refinance other indebtedness permitted to be secured under paragraphs (a) through to (di) of above inclusive and/or this Section; providedparagraph (j), provided that the aggregate principal amount of the Indebtedness secured thereby by such Encumbrance is not increased and that such Encumbrance does not extend to any such extension, renewal or replacement is limited assets other than those which were subject to the assets originally encumbered therebyEncumbrance securing the refinanced Indebtedness.

Negative Pledge. The Borrower will not, and So long as any of the Notes remain outstanding the Issuer will not permit 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 topresent 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, in the case of the creation of a Security Interest, before or hereafter acquired orat the same time and, exceptin any other case, promptly, takes any and all action necessary to ensure that: (a) Permitted Encumbrancesall amounts payable by it under the Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness; (b) any Liens on any property or asset of the Borrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2such Security Interest is terminated; provided, that such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary;or (c) purchase money Liens upon such other Security Interest or arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution of the Noteholders. Nothing in this Condition 4 shall prevent the Issuer from creating or permitting to subsist any fixed Security Interest upon, or capital assets to secure the purchase price with respect to, any present or the cost of construction or improvement of such fixed or capital future assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction revenues or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that part thereof which is created pursuant to: (i) a bond, note or similar instrument whereby the payment obligations are secured by a segregated pool of assets (whether held by the Issuer or any third party guarantor) (any such Lien secures Indebtedness permitted by Section 7.1(cinstrument, a Covered Bond), ; or (ii) any securitisation of receivables, asset-backed financing or similar financing structure (created in accordance with normal market practice) and whereby all payment obligations secured by such Lien attaches Security Interest or having the benefit of such Security Interest are to be discharged principally from such asset concurrently assets or within 90 days after revenues (or in the acquisitioncase of Direct Recourse Securities, improvement by direct unsecured recourse to the Issuer), provided that the aggregate balance sheet value of assets or completion of the construction thereof; (iii) such Lien does not extend revenues subject to any other assetSecurity Interest created in respect of (A) Covered Bonds; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (dB) any Lien other secured Relevant Indebtedness (iother than Direct Recourse Securities) existing on any asset of the Issuer, when added to the nominal amount of any Person outstanding Direct Recourse Securities, does not, at the time such Person becomes a Subsidiary of the Borrowerincurrence thereof, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any Subsidiary exceed 15 per cent. of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary consolidated total assets of the Borrower; provided, that any such Lien was not created Issuer (as shown in the contemplation of any most recent audited consolidated financial statements 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 Issuer prepared in accordance with BRSA AFRS (eas defined below) extensionsor, renewalsif prepared, 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 therebyIFRS).

Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer or permit to exist any Lien (but excluding Liens, if any, evidenced by operating leases) on any of its assets or property now owned or hereafter acquired oracquired, except: (a) Liens securing the Capital Lease Obligations, purchase money or other Indebtedness, and Permitted Real Estate Debt, in each case, permitted under Sections 7.1(c) and (d), respectively; (b) Permitted Encumbrances; (bc) any Liens on any property or asset assets acquired after the date hereof if such Liens were in place at the time of acquisition, to the Borrower or any Subsidiary existing on the Closing Date extent such acquisition is permitted pursuant to Section 7.4 (d) Liens 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) extensionsLiens with respect to Investments consisting of fully collateralized repurchase agreements constituting Permitted Investments; (f) Liens not otherwise permitted by this Section 7.2 so long as neither (i) the aggregate principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined, renewalsin the case of each such Lien, or replacements as of any the date such Lien referred to in paragraphs (a) through (dis incurred) of this Sectionthe assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $5,000,000 at any one time; provided, provided that the Borrower shall discharge any such Lien within two (2) Business Days after a Responsible Officer becomes aware thereof; (g) Liens securing Indebtedness permitted pursuant to Section 7.1(b); provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement Lien is limited to the assets originally encumbered thereby; (h) Liens granted to the Borrower or HEICO Aerospace Holdings Corp. securing loans to Parts Advantage; and (i) Liens granted by any non-wholly owned Subsidiary that is not a Subsidiary Loan Party of the Borrower to secure Indebtedness of such Subsidiary permitted by Section 7.1(h).

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. 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 Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary 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 of a Subsidiary of the Borrower to secure only obligations owing to the Borrower or another such Subsidiary or Liens on property of any Person which becomes a 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 acquisitiondate of this Agreement, 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 assets; (d) any Lien (i) existing on any asset of any Person Liens are in existence at the time such Person becomes a Subsidiary of the BorrowerBorrower and were not created in anticipation thereof; (v) Liens upon real and/or tangible personal property acquired after the date 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 a 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 (vii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Borrower and 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 such Subsidiary 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 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 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 Encumbrances; (b) any Liens existing on any property or asset of the Borrower or any Subsidiary existing June 30, 2004 and continuing to exist on the Closing Date set forth securing Debt outstanding on Schedule 7.2; providedJune 30, that such Lien shall 2004 and continuing to exist on the Closing Date in an aggregate principal amount not apply to any other property or asset of the Borrower or any Subsidiaryexceeding $50,000,000; (cB) purchase money Liens upon or any Lien existing on any asset of any entity at the time such entity 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; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (C) any Lien on any asset securing Debt incurred 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 ninety (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; provided that the obligations secured by such Lien are not increased and are not secured by any Subsidiary of the Borrower or additional assets; (iiiE) any 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; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (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 subsections 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(K) 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 subsections of this Section; provided, provided that the aggregate outstanding principal amount of Debt secured by all such Liens shall not at any time exceed 15% of Consolidated Net Worth (calculated as of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to last day of the assets originally encumbered therebymost recently ended Fiscal Quarter).

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 $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 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 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 Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(casset), (ii) provided that 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; (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) 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 Debt (or any Person becomes a Subsidiary 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 the Company or such Consolidated Subsidiary, as the case may be, has established appropriate reserves against such claims in accordance with generally accepted accounting principles; (h) Liens incidental to the normal conduct of its business or the date ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract (due to the amount of the liability secured by such merger Liens or otherwise) from the date value of such acquisitionthe assets of the Company and the Company's Consolidated Subsidiaries taken as a whole or in the aggregate materially impair the use thereof in the operation of the business of the Company and the Company's Consolidated Subsidiaries taken as a whole; 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 (i) the aggregate outstanding principal amount of Debt secured by all such Liens on Current Assets shall not at any time exceed 20% of Current Assets and (ii) the aggregate outstanding principal amount of Debt secured by all such Liens (including Liens referred to in clause (i) of this proviso) shall not at any time exceed the sum of 5% of Net Worth plus 20% of Current Assets, provided, further, that for purposes of this Section 7.10(i), Current Assets shall not include any assets that are classified as Current Assets solely because they are held for sale; provided, however, that the principal amount restrictions set forth in this Section 7.10 shall not apply to "margin stock" (as defined in Regulation U of the Indebtedness secured thereby is not increased Board of Governors of the Federal Reserve System), if and that any such extension, renewal or replacement is limited to the extent that the value of the margin stock with respect to which the rights of the Company and its Subsidiaries are MASCOTECH, INC. CREDIT AGREEMENT -42- 49 restricted by this Section 7.10 would otherwise exceed 25% of the value of all assets originally encumbered therebywith respect to which the rights of the Company and its Subsidiaries are restricted by this Section 7.10.

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 Derivatives 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 $20,000,000; (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 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 $20,000,000; 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 or face 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 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 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 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 hereafter; (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 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 acquisitionBorrower 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 Bank hereunder or a Person who was, at the time of issuance, a Bank; 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; providedSection on assets of such Borrower securing obligations in an aggregate principal or face amount at any date not to exceed (i) in the case of each of Cinergy, that CG&E and PSI Energy, $150,000,000 and (ii) in the principal amount case of the Indebtedness secured thereby is not increased and that any such extensionULH&P, renewal or replacement is limited to the assets originally encumbered thereby$50,000,000.

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) 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 Borrower will not(a) Except as provided below, and will no member of the Group may create or allow to exist any Security Interest on any of its assets. Table of Contents (b) Paragraph (a) does not permit apply to: (i) any Security Interest existing (or contemplated by the terms (as at the date of this Agreement) of any financing arrangement referred to in Clause 20.7(b)(ii) (Financial Indebtedness)) over any asset of a member of the Group or of Mittal Steel USA or any of its Subsidiaries toas at the date of this Agreement, create, incur, assume or suffer but only to exist any Lien on any of its assets or property now owned or hereafter acquired or, exceptthe extent that: (aA) Permitted Encumbrancesthe principal amount secured by any such Security Interest is not increased; (bB) the maturity of any Financial Indebtedness secured by any such Security Interest is not extended; and (C) any Liens on Financial Indebtedness secured by any property or asset such Security Interest is not refinanced, in each case after the date 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 Subsidiarythis Agreement; (cii) purchase money Liens upon any Security Interest comprising a netting or set-off arrangement entered into by a member of the Group in any fixed or capital assets to secure the purchase price or the cost ordinary course of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely its banking arrangements 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; netting debit and credit balances; (iii) such Lien does not extend to any other asset; Security Interest arising out of retention of title provisions in a supplier’s standard conditions of supply of goods where the goods in question are supplied on credit and acquired in the ordinary course of business; (iv) any lien arising by operation of law and in the Indebtedness secured thereby does not exceed the cost ordinary course of acquiring, constructing or improving such fixed or capital assetstrading; (dv) any Lien (i) existing Security Interest on any an asset, or an asset of any Person at the time such Person becomes person, acquired by a Subsidiary member 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 Group after the date of such merger or this Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of, or since, the acquisition; (vi) any Security Interest on a rental deposit given on leasehold premises in the ordinary course of trading; (vii) any Security Interest entered into pursuant to a Finance Document; (viii) any Security Interest securing Project Finance Indebtedness, but only to the extent that the Security Interest is created on an asset of the project being financed by the relevant Project Finance Indebtedness (and/or the shares in, and/or shareholder loans to, the company conducting such acquisitionproject where such company has no assets other than those relating to such project); (ix) any hire purchase, lease or conditional sale agreement other than one which would, under the applicable generally accepted accounting principles for such member of the Group, be treated as a finance or capital lease; (x) any Security Interest arising under clause 18 of the general terms and conditions (Algemene Voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions; Table of Contents (xi) any Security Interest or right of set-off which may be imposed by an account bank under the terms of its standard account documentation; (xii) any Security Interest on an asset held in Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V. as operator of the Euroclear System, or any other securities depository or any clearing house pursuant to its standard terms and procedures applicable in the ordinary course of trading; (xiii) any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as pre-judgment security for costs or expenses where any member of the Group is prosecuting or defending such action in the bona fide interest of the Group; (xiv) any Security Interest created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with pre-judgment court proceedings where any member of the Group is prosecuting or defending such action in the bona fide interest of the Group; (xv) any Security Interest on any Margin Stock (as defined in Clause 20.14(a) (ERISA) that exceeds 25 per cent. of the value of the total assets subject to paragraph (a) above at such time; and (exvi) extensions, renewals, or replacements any Security Interest securing indebtedness the amount of which (when aggregated with the amount of any Lien referred to in paragraphs (aother indebtedness which has the benefit of a Security Interest not allowed under the preceding sub-paragraphs) through (d) of this Section; provided, that the principal amount does not exceed 10 per cent. of the Indebtedness secured thereby is not increased and that book value of the consolidated assets of the Group or its equivalent at any such extension, renewal or replacement is limited to the assets originally encumbered therebytime.

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 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 the Company 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 Company 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 Company or any Subsidiary of the Borrower or its Subsidiaries; (iiiiv) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company 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 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 Company or another Subsidiary; (viii) rights of offset and bankers’ liens in connection with Debt permitted hereby; (ix) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security (other than a Subsidiary Lien imposed by ERISA) or to secure the date performance of such merger or tenders, statutory obligations, bid and appeals bonds, contracts (other than for the date repayment of such acquisitionborrowed money) and surety and performance bonds (including, without limitation, Liens securing obligations under indemnity agreements for surety bonds); and (ex) 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 Holdings and 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 Holdings 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 BorrowerHoldings, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower Holdings or any Subsidiary of the Borrower Holdings or (iii) existing on any asset prior to the acquisition thereof by the Borrower Holdings or any Subsidiary of the BorrowerHoldings; 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(e); (f) Liens on any treasury stock held by Holdings; (g) any Liens securing Indebtedness permitted by Section 7.1(i); 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 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 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 will not, and will not permit For so long as any of its Subsidiaries tothe Notes remain outstanding, createneither the Issuer nor the Guarantor shall create any mortgage, incurcharge, assume hypothec, pledge, lien or suffer to exist any Lien other security on any of its their respective assets to secure any indebtedness for borrowed money, without also at the same time or property now owned prior thereto securing equally and ratably with that other indebtedness for borrowed money all of the Notes then outstanding or hereafter acquired orthe Guarantee, exceptas the case may be, provided that this covenant shall not apply or operate to prevent: (a) Permitted Encumbrancesany security given in the ordinary course of business to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred, provided: (i) such security is given at the time such indebtedness is incurred; (ii) such indebtedness does not entirely replace or is not used for the purpose of retiring or repaying any outstanding unsecured indebtedness of the Issuer or the Guarantor; and (iii) such security does not constitute security on fixed assets or security on the shares of any Subsidiary or Associate of the Guarantor; (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 SubsidiaryPurchase Money Mortgage; (c) purchase money Liens upon or in any fixed or capital assets security given to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness indebtedness incurred solely for the purpose construction of financing the acquisitiontownsites, construction employees' housing, warehouses 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 assetsoffice premises; (d) any Lien (i) existing security on any asset of any Person the Issuer or the Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, or has not been in commercial production during the 12-month period ending at the time such Person becomes a Subsidiary of the Borrowerimposition of such security, (ii) existing on to secure any asset indebtedness incurred for the development or improvement thereof or the development or improvement of any Person other assets of the Issuer or the Guarantor that have not been in commercial production during the 12-month period ending on the date hereof or have not been in commercial production during the 12-month period ending 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 imposition of such merger or the date of such acquisition; andsecurity; (e) extensions, renewals, any security in favor of the Government of Canada or replacements of the United States of America or the government of any Lien province of Canada or state of the United States of America or any municipality in Canada or the United States of America or any political subdivision, department or agency of any of them; (f) any renewal, refunding or extension of any security referred to in paragraphs the foregoing clauses (a) through to (de) of this Section; provided, that in which the principal amount of the Indebtedness secured thereby outstanding after such renewal, refunding or extension is not increased and that any such extension, renewal or replacement the security is limited to the assets originally encumbered therebysubject thereto and any improvements thereon; or (g) any other security created by the Issuer or the Guarantor if, after giving effect to the creation of such security, the aggregate principal amount of indebtedness secured by such security would not be greater than 5% of Shareholders' Equity.

Negative Pledge. The Borrower Sponsor 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 Sponsor or any Subsidiary existing on the Closing Date set forth on Schedule 7.26.15; provided, that such Lien shall not apply to any other property or asset of the Borrower Sponsor 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, however, that (i) such Lien secures Indebtedness permitted by Section 7.1(c)6.14, (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 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 BorrowerSponsor, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower or Sponsor any Subsidiary of the Borrower Sponsor or (iii) existing on any asset prior to the acquisition thereof by the Borrower Sponsor or any Subsidiary of the BorrowerSponsor; provided, however, 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) Liens on the assets of the Sponsor or a Subsidiary granted to secure Indebtedness incurred by a Franchisee or a Traditional Franchisee, as contemplated in Section 6.14(j), whether or not such Indebtedness has been assumed by the Sponsor or its Subsidiaries; provided, that the value of the assets of the Sponsor or a Subsidiary encumbered by such Liens described in this subsection (e) shall not exceed $25,000,000 in the aggregate at any time with such value being determined based on the greater of (i) the net book value of such assets or (ii) the fair market value of such assets; and (f) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (de) of this Section; provided, however, 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 shall not, and will shall 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 (or any income therefrom or any right to receive income therefrom), except: (a) Permitted EncumbrancesLiens created pursuant to the Collateral Documents; (b) any Liens Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the Closing Third Amendment and Restatement Effective Date and set forth on in Schedule 7.27.02; provided, provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any SubsidiaryRestricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Third Amendment and Restatement Effective Date ; (c) purchase money Liens upon any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Restricted Subsidiary; provided that such Lien was 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 event and does not extend to any other asset; and (iv) property of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing Borrower or improving such fixed or capital assetsany Restricted Subsidiary; (d) any Lien (i) existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is merged with or merges 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 Borrowerits Restricted Subsidiaries in connection with an Acquisition; provided, provided that any such Lien was not created in the contemplation of such event and does not extend to any other property of the foregoing and Borrower or 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; andRestricted Subsidiary; (e) extensionsLiens upon the assets of the Borrower and its Restricted Subsidiaries subject to Capital Lease Obligations to the extent incurred or assumed after the Closing Date in reliance on Section 7.01(a)(iii); provided that (i) such Liens only serve to secure the payment of Indebtedness arising under such Capital Lease Obligation, renewals(ii) the Lien encumbering the asset giving rise to the Capital Lease Obligation does not encumber any other asset of the Borrower or any Restricted Subsidiary and (iii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to this clause (e) and clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in reliance on this clause (e); (f) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset; provided that (i) such Lien attaches to such asset concurrently with or within 180 days after the acquisition or completion of construction thereof and attaches to no asset other than such asset so financed and (ii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to clause (e) and this clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in reliance on this clause (f); (g) Liens securing Indebtedness of the Borrower or a Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided that such Liens, or replacements if they are on Collateral, are subordinated to the Liens securing the Obligations on terms satisfactory to the Administrative Agent; (h) any Lien arising out of any Lien referred to in paragraphs (a) through (d) of this SectionPermitted Refinancing; provided, provided that the principal amount of the such Indebtedness secured thereby is not increased and such refinanced Indebtedness is not secured by any additional assets; (i) Permitted Encumbrances; (j) other Liens securing Indebtedness or other obligations in an aggregate amount not exceeding $25,000,000 at any time outstanding; provided that any Indebtedness or other obligations secured by such extension, renewal or replacement other Liens on the Collateral shall not exceed $5,000,000 at any time outstanding; (k) so long as the same is limited subject to the ABL Intercreditor Agreement in the capacity of ABL Obligations, Liens on Collateral securing Indebtedness incurred pursuant to Section 7.01(a)(xiv) and any other “Secured Obligations” as defined in the ABL Facility; (l) Liens securing any Permitted First Priority Refinancing Debt or any Permitted Second Priority Refinancing Debt; (m) so long as the Borrower’s Senior Secured Leverage Ratio shall be equal to or less than 3.50:1.00 on a Pro Forma Basis (including the incurrence of any Indebtedness under Section 7.01(a)(xvii) then being incurred)) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary to secure Indebtedness incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary and (ii) Liens placed upon the assets originally encumbered therebyof such Restricted Subsidiary or any of its Subsidiaries to secure Indebtedness (or to secure a Guarantee of such Indebtedness), in either case incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary; provided that a Senior Representative of the Indebtedness being secured by such Lien shall have become a party to the applicable Intercreditor Agreement; (n) the modification, replacement, extension or renewal of any Lien permitted by (b), (d), (e), (f) and (m) of this Section 7.02 upon or in the same assets theretofore subject to such Lien (other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.01 and proceeds and products thereof) or the Permitted Refinancing thereof or other obligations secured thereby as and to the extent permitted by Section 7.01; (o) Liens deemed to exist by reason of (x) any encumbrance or restriction (including put and call arrangements) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement (including any Minority-Owned Affiliates) or (y) any encumbrance or restriction imposed under any contract for the sale by the Borrower or any of its Subsidiaries of the Equity Interests of any Subsidiary, or any business unit or division of the business or any Subsidiary permitted under this Agreement; provided that in each case such Liens shall extend only to the relevant Equity Interests; and (p) other Liens on Collateral securing Indebtedness permitted to be incurred under Section 7.01(xi); provided that (i) on a Pro Forma Basis after giving effect to such incurrence, the Senior Secured Leverage Ratio would be equal to or less than 3.50:1.00 (provided, that any proceeds of such debt incurrence and any other substantially simultaneous debt incurrence shall not be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) and (ii) such Indebtedness is either (x) Permitted Pari Passu Notes or Junior Lien Indebtedness or (y) Permitted Pari Passu Term Loan Indebtedness; provided that, if any Permitted Pari Passu Term Loan Indebtedness is incurred pursuant to this clause (p) and the interest rate margins applicable to such Permitted Pari Passu Term Loan Indebtedness are more than 50 basis points greater than the then Applicable Rate for the Term Loans outstanding under this Agreement, the then Applicable Rate for such Term Loans shall be increased to the extent necessary so that the interest rate margins for the Permitted Pari Passu Term Loan Indebtedness incurred pursuant to this clause (p) are no more than 50 basis points greater than the then Applicable Rate for such Term Loans (provided that in determining the Applicable Rate applicable to the Term Loans and the interest rate margins applicable to the Permitted Pari Passu Term Loan Indebtedness, (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders of the Term Loans or lenders of the Permitted Pari Passu Term Loan Indebtedness in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four (4)-year life to maturity), (y) customary arrangement or commitment fees payable to the Third Amendment and Restatement Joint Lead Arrangers (or their Affiliates) in connection with the Term Loans or to one or more arrangers (or their Affiliates) of the Permitted Pari Passu Term Loan Indebtedness shall be excluded and (z) if the LIBO Rate floor applicable to the Permitted Pari Passu Term Loan Indebtedness is higher than the LIBO Rate floor applicable to the Term Loans, the amount of such difference shall be deemed to be an increase to the Applicable Rate for the Permitted Pari Passu Term Loan Indebtedness for the purposes of determining compliance with this proviso.

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;

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 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 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 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 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 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 Neither the Parent 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 $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 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 Parent 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 Parent 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 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 Margin Stock; and (ej) extensionsLiens not otherwise permitted by the foregoing clauses of this Section securing Debt (other than indebtedness represented by the Notes) 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 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 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 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 Amended Agreement securing Debt outstanding on the date of this Amended Agreement in an aggregate principal amount not exceeding $100,000,000; (b) 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; (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 an amount not to exceed 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 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 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 5.08, 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 any obligations of the date type referred to in the proviso to the definition of such merger Debt, (ii) do not secure any obligation in an amount exceeding $75,000,000 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 acquisitionits business; 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 5.08 securing Debt in an aggregate principal amount at any time outstanding 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 Stockholders’ Equity.

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 $100,000,000; (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 or clause (j) below 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 Liens arising in the ordinary course of its insurance business) which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation (except obligations arising in the ordinary course of its insurance business) in an amount exceeding $75,000,000 and (iii) do not in the aggregate materially detract from or impair the use or value of the asset or assets subject thereto 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 securing obligations (1) of the type referred to in clause (vii) of the definition of Debt, as long as such Liens arise in the ordinary course of the Borrower's or the Subsidiary's, as the case may be, business and such Liens are in amounts and otherwise are on terms consistent with then existing practices in the repurchase business and (2) of a borrower (or securities lending agent) in any loaned securities, or Liens held by a borrower (or securities lending agent) against collateral such borrower has posted, in either case in securities lending transactions with the Borrower or a Subsidiary (where the Borrower or the date Subsidiary is the lender of securities), as long as, in either case, such merger Liens arise in the ordinary course of the Borrower's or the date Subsidiary's, as the case may be, business and such Liens are in amounts and otherwise on terms consistent with then existing practices in the securities lending business; (j) Liens securing Non-Recourse Debt; (k) Liens on securities or cash of any Insurance Company Subsidiary which secure its obligations as a reinsurer (as opposed to a ceding insurance company) under reinsurance contracts entered into with Persons which are licensed or authorized to do an insurance business in any jurisdiction; (l) Any Liens secured by accounts receivable of, and other amounts owed to, Westchester Premium Acceptance Corporation (or any successor), a Subsidiary, securing a principal amount of Debt incurred by such acquisitionSubsidiary from time to time of not more than $60,000,000; 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 or face amount at any date not to exceed 7.5% 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 Tangible 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: (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 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 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 Encumbrancesthe Lien of the Umbrella Mortgage; (b) any Liens on any property or asset Lien that qualifies as an “Excepted Encumbrance” under Section 1.06 of the Borrower Umbrella Mortgage, provided that foreclosure of any Liens for taxes, assessments or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien other governmental charges so qualifying shall not apply to any other property or asset of the Borrower or any Subsidiaryhave been effectively stayed; (c) purchase money Liens upon any Lien on the Borrower’s interest in facilities 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 facilities, construction provided that the interest on such Debt is exempt from tax under the Internal Revenue Code as in effect when such Debt is incurred or improvement of such fixed assumed; (d) any Lien on the Borrower’s interest in Pollution Bonds or capital assets (including Liens cash or cash equivalents securing any Capital Lease Obligations); provided, that (i) the obligation of the Borrower to reimburse the issuer of a Pollution LC for a drawing on such Lien secures Indebtedness permitted by Section 7.1(c), Pollution LC for the purpose of purchasing Pollution Bonds or (ii) the obligation of the Borrower to reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Pollution Bonds; (e) any Lien on any asset securing Debt of the Borrower 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, 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; (df) 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 and not created in contemplation of such event; (g) 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; (h) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt of the Borrower 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 (b) through (g), inclusive, of this Section, provided that such Person becomes a Subsidiary Debt is not increased and is not secured by any additional assets; (i) Liens incidental to the conduct of its business or the date ownership of its assets which (i) do not secure Debt or obligations under Hedging Agreements, (ii) do not secure any single obligation (or series of related obligations) 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 use thereof in the operation of its business; (j) Liens on cash and cash equivalents securing obligations under Hedging Agreements; provided that the aggregate amount of cash and cash equivalents subject to Liens permitted by this clause (j) shall at no time exceed $75,000,000; (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and Liens not permitted by clause (j) above on cash and cash equivalents securing obligations under Hedging Agreements; provided that the sum of (i) the aggregate principal amount of Debt secured by such merger Liens and (ii) the aggregate amount of cash and cash equivalents subject to Liens not permitted by clause (j) above securing obligations under Hedging Agreements shall not at any time exceed 7.5% of Tangible Net Worth; (l) the right of the counterparty to two or more Hedging Agreements with the date Borrower to close out such Hedging Agreements if applicable margin or other requirements are not met and apply any proceeds thereof to any resulting balance due; (m) Liens on cash and letters of such acquisitioncredit securing obligations under Commodity Forward Contracts; and (en) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (d) of this Section; provided, that the principal amount right of the Indebtedness secured thereby is counterparty to two or more Commodity Forward Contracts to close out such Commodity Forward Contracts if applicable margin or other requirements are not increased met and that apply any such extension, renewal or replacement is limited proceeds thereof to the assets originally encumbered therebyany resulting balance due.

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 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 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; (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 thereof; (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 (or effecting any repairs, improvements or additions to such asset); provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction, repair 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 into, or otherwise acquired by, 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 or another Subsidiary; (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 is not increased (other than by the amount of accrued interest, fees and transactions costs); (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not, in the aggregate, materially detract from the value of the assets of the Borrower and its Subsidiaries, taken as a whole, or materially adversely impair the business operations of the Borrower and its Subsidiaries, taken as a whole; (i) any Lien on Margin Stock; (j) Liens arising from any synthetic lease transaction pursuant to which the Borrower or any of its Subsidiaries is a lessee; (k) Liens securing the obligations which it secures and liabilities of the Borrower hereunder; (l) any Liens on fixed or capital assets securing capital lease obligations of the date Borrower or any Subsidiary; provided that such Person becomes a Subsidiary or Liens shall only apply to the date of assets subject to such merger or capital leases (and the date of such acquisitionproceeds and products thereof); and (em) extensionsLiens not otherwise permitted by the foregoing paragraphs of this Section securing Debt or other obligations in an aggregate amount at any time outstanding not to exceed 12.5% of Consolidated Net Tangible Assets; provided, renewalshowever, or replacements of any Lien referred to in paragraphs that all Liens permitted by the foregoing clauses (a) through (di) and clause (m) 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 Net Tangible Assets.

Negative Pledge. The Borrower No Loan Party nor any Subsidiary of a Loan Party 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 encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement, in each case as described and in the principal amounts set forth on Schedule 5.13; (b) any Liens on any property for taxes, assessments or asset similar charges, incurred in the ordinary course of the Borrower business that are not yet due and payable 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 Subsidiaryare being contested in good faith and with due diligence by appropriate proceedings; (c) purchase money Liens upon pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fixed fund in connection with workers’ compensation, unemployment insurance, old-age pensions or capital assets other social security programs which in no event shall become a Lien prior to any Collateral Documents (including any Timberland Collateral Documents); (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents (including any Timberland Collateral Documents); or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and which in no event shall become a Lien prior to any Collateral Documents (including any Timberland Collateral Documents); (e) good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the purchase price repayment of borrowed money) or the cost of construction or improvement of such fixed or capital assets leases, or to secure Indebtedness incurred solely for statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the purpose ordinary course of financing the acquisition, construction or improvement of such fixed or capital assets business which in no event shall become a Lien prior to any Collateral Document (including Liens securing any Capital Lease ObligationsTimberland Collateral Documents); provided; (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 (i) such Lien secures Indebtedness permitted Debt is not secured by Section 7.1(c)any additional assets, and (ii) the amount of such Debt secured by any such Lien attaches to is not increased; (g) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such asset concurrently property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or within 90 days after the acquisitionproposed restrictions on land use; (h) (1) that certain Wood Fiber Supply Agreement dated July 1, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset2000, between St. ▇▇▇ Timberland and Jefferson Smurfit Corporation; and (iv2) timber or fiber supply agreements which when combined with all other timber or fiber supply agreements entered into after the Indebtedness secured thereby does date of this Agreement encumber less than 50,000 acres in the aggregate unless approved by the Administrative Agent (which consent shall not exceed the cost of acquiring, constructing or improving such fixed or capital assetsbe unreasonably withheld); (di) any Lien on Margin Stock; (ij) existing on any asset Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (k) agreements executed by a Qualified SPE and not by any Loan Party relating to a Qualified Installment Sale Transaction; (l) Liens on not more than 25,000 acres of Land in the aggregate (the “Encumbered Land”) securing Debt (other than indebtedness represented by the Notes) permitted under Section 5.30(d) in an aggregate amount at any time outstanding not to exceed $125,000,000; (m) any Lien created by that certain Agreement dated October 27, 2006, between The St. ▇▇▇ Company and the time such Person becomes a Subsidiary Florida Department of Transportation regarding the Borrowerconveyance of approximately 4,000 acres for transportation purposes; (n) Liens securing the Administrative Agent and the Lenders created or arising under the Loan Documents. Notwithstanding anything contained in this Section 5.13 to the contrary, (ii) existing on any asset of any Person at the time such Person is merged with or into the Borrower no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary Collateral except Liens in favor of the Borrower; provided, that any such Lien was not created in Secured Parties under the contemplation of any of Collateral Documents and 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 therebyPermitted Encumbrances.