Common use of Negative Pledge Clause in Contracts

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbrance: (a) 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 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 (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 company which becomes a member of the 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

Negative Pledge. No Obligor shall So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and the Company shall each will procure that no member none of the Bank Group shall), without the prior written consent of an Instructing Groupits Subsidiaries (as defined below) will, create or permit to subsist have outstanding any Encumbrance over all mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its or their present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or assets the Guarantor, 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 than an Encumbrance: case, promptly, takes any and all action necessary to ensure that (a) which 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) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Existing Encumbrance set out in: Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) Part 1A arising by operation of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days of the Merger Closing Date; or law or (ii) Part 1B created by an entity which becomes a Subsidiary after the date of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect creation 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 member of Security Interest where 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 Security Interest 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, connection with 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 company which becomes a member of the 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 such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) of the acquisition Issuer, the Guarantor or any of such company; andtheir respective other Subsidiaries. In these Conditions:

Negative Pledge. No Obligor shall (and the a) The Company shall procure not create or have outstanding, and shall ensure that no member none of the Bank Group shall), without the prior written consent of an Instructing Group, Principal Controlled Entities will create or permit to subsist have outstanding, any Encumbrance over all Security upon the whole or any part of its their respective present or future revenues assets securing any Relevant Indebtedness, or assets other than an Encumbrance: (a) which is an Existing Encumbrance set out increate or have outstanding any guarantee or indemnity in respect of any Relevant Indebtedness either of the Company or of any of the Company’s Principal Controlled Entities, without: (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days at the same time or prior thereto securing or guarantee of the Merger Closing Dateliabilities of the Company under the Finance Documents equally and ratably therewith; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that providing such other Security or guarantee for the principal amount secured thereby may not Facility as shall be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 25.2;approved by the Majority Lenders. (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 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; Paragraph (ca) which is created pursuant to any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 whichabove does not apply to: (i) arises in the ordinary course of trading and/or any Security arising or already arisen automatically by operation of Lawlaw which is timely discharged or disputed in good faith by appropriate proceedings; (ii) is entered into by any member Security in respect of the Bank Group in obligations of any person which becomes a Principal Controlled Entity or which merges with or into the normal course of its banking arrangements for Company or a Principal Controlled Entity after the purpose of netting debit and credit balances on bank accounts of members date of the Bank Group operated Indenture which is in existence at the date on which it becomes a net balance basisPrincipal Controlled Entity or merges with or into the Company or a Principal Controlled Entity; (iii) arises any Security created or outstanding in respect favour of netting the Company or set off arrangements contained any Security created by any of the Controlled Entities of the Company in favour of any Hedging Agreement or of the Company’s other contract permitted under Clause 25.12 (Limitations on Hedging)Controlled Entities; (iv) is entered into by any member Security in respect of Relevant Indebtedness of the Bank Group on terms Company or any Principal Controlled Entity with respect to which are generally no worse the Company or such 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 of the Company or such Principal Controlled Entity in respect thereof (other than the counterparty’s standard obligation that such money or usual terms securities so paid or deposited, and entered into the proceeds therefrom, be sufficient to pay or discharge such obligations in the ordinary course of business of the relevant member of the Bank Groupfull); (v) any Security created in connection with a project financed with, or created to secure, Non-recourse Obligations; or (vi) any Security arising out of the refinancing, extension, renewal or refunding of any Relevant Indebtedness secured by any Security permitted by paragraphs (ii), (v) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier or this paragraph (or its Affiliatevi); 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 Relevant 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; beyond the principal amount thereof (h) over or affecting any asset of any company which becomes a member of together with the 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 costs of such company; andrefinancing, 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. No Obligor shall (and Neither the Company shall procure that no member Borrower nor any Subsidiary of the Bank Group shall)Borrower will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) which arises by operation Liens securing the obligations of Law or by a contract having a similar effect or Subsidiary under an escrow arrangement required by a trading counterparty Non-recourse Debt on the assets of any 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 Groupsuch Subsidiary; (c) which is any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance LeasesLien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, sale and leaseback arrangements provided that such Lien attaches to such asset concurrently with or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)within 90 days after such acquisition; (e) which arises in respect any Lien on any asset of any right 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 set-off, netting arrangement, title transfer or title retention arrangements which:such event; (if) arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in 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 arising in the ordinary course of trading and/or by operation its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of Lawobligations having a common cause) in an amount exceeding $25,000,000; (iii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit Liens on cash and credit balances on bank accounts of members of the Bank Group operated on a net balance basiscash equivalents securing Derivatives Obligations; (iiij) 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 Liens in the ordinary course of business for the purpose 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 (securing 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 collateralizing energy purchases 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 sales as may be required under applicable generally accepted accounting principles from time to time by an independent system operator or similar system-governing body 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 Groupjurisdiction; and (iik) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member foregoing clauses of this Section securing Debt of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) Borrower and its Subsidiaries in an aggregate principal or (k) of Clause 25.4 (Financial Indebtedness) and the face amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset time exceeding 10% of any company which becomes a member Consolidated Net Tangible Assets of the 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; andBorrower.

Negative Pledge. No Obligor shall (and After the Company shall procure that no member of Closing Date, neither the Bank Group shall)Borrower nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 any Lien existing prior to 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 25.2Date securing Debt; (b) which arises any Lien on bonds issued by operation of Law or by a contract having a similar effect or the Metrocrest Hospital Authority (and related proceeds and other distributions) granted to secure the Borrower's obligations under an escrow arrangement required by a trading counterparty of any member of the Bank Group Metrocrest Reimbursement Agreement and in each case arising or entered into the ordinary course of business of the relevant member of the Bank GroupSecurities Pledge and Security Agreement referred to therein; (c) which is created pursuant to any Lien arising out of the Finance Documents refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by clause (including, for a) above; provided that (i) the purposes principal amount of securing such Debt is not increased and (ii) such Debt is not secured by any Alternative Baseball Financing) and any Bridge Finance Documentsadditional assets; (d) arising from 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 Finance Leases, sale 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 leaseback arrangements (ii) the Borrower's obligations under the related reimbursement agreement are not secured or Vendor Financing Arrangements permitted required to be incurred pursuant secured by any assets except the assets by which the Borrower's obligations under the Metrocrest Reimbursement Agreement are secured or required to Clause 25.4 (Financial Indebtedness)be secured; (e) any Lien securing Non-Recourse Purchase Money Debt; (f) any Lien on assets of a Person which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which: becomes a Subsidiary after the Closing Date; provided that such Lien secures only (i) arises 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 refinancing Debt described in the foregoing clause (i); (g) carriers', warehousemen's, mechanics', transporters, materialmen's, repairmen's or other like Liens arising in the ordinary course of trading and/or by operation of Lawbusiness; (iih) is entered into any Lien imposed by any member governmental authority for taxes, assessments, governmental charges, duties or levies not delinquent or which are being contested in good faith and by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Bank Group Borrower and its Subsidiaries 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 basisaccordance with GAAP; (iiii) arises in Liens on cash and cash equivalents securing obligations of the Borrower and its Subsidiaries with respect of netting or set off arrangements contained in any Hedging Agreement or to workers' compensation, malpractice and other contract permitted under Clause 25.12 (Limitations on Hedging)insurance policies; (ivj) 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 Liens arising in the ordinary course of business of the relevant member of the Bank Group; or (vother than Liens permitted by clause (g), (h) or (i) above) which is a retention of title arrangement with respect to customer premises equipment (i) do not secure Financial Obligations and (ii) do not secure monetary obligations 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 fullan aggregate outstanding amount exceeding $70,000,000; (fk) 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 faithLiens on cash and cash equivalents securing Hedging Obligations, provided that the affected member aggregate amount 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 cash and cash equivalents subject to which such asset is acquired, if: (i) such Encumbrance was Liens may 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 exceed $100,000,000 at any time; (hl) over any Lien on cash and cash equivalents securing LC Reimbursement Obligations pursuant to Section 6.03; (m) any Lien on an asset leased by the Borrower or affecting a Subsidiary under a capital lease securing its obligations as lessee under such capital lease; (n) any Lien on any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior Subsidiary securing Debt owed to the date on which Borrower; and (o) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt; provided that, immediately after any such company becomes a member Debt is incurred, the sum of the Bank Group, if: (i) the aggregate outstanding principal amount of all Debt secured pursuant to this clause (o) and (ii) without duplication, the 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 Encumbrance was not created in contemplation time the Borrower has Investment Grade Ratings from S&P and ▇▇▇▇▇'▇ and at least one such rating is BBB or Baa2 or better, 20%) of the acquisition Consolidated Net Worth of the Borrower at such company; andtime.

Negative Pledge. No Obligor shall (After the Closing Date, Parent will not, and the Company shall procure that no member of the Bank Group shall)will not permit any Subsidiary to, without the prior written consent of an Instructing Groupcreate, create assume or permit suffer to subsist be created any Encumbrance over all Lien on any asset now owned or any of its present or future revenues or assets other than an Encumbrancehereafter acquired by it, except: (a) which is an Existing Encumbrance set out in: (i) Part 1A of Schedule 10 (Existing any Permitted 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 any Lien existing on any asset of any member Person at the time such Person becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring, for constructing or improving such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition, construction or improvement thereof; (d) arising from any Finance Leases, sale Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into Parent or a Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by Parent or a Subsidiary and not created in respect contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-off, netting arrangement, title transfer or title retention arrangements which:the foregoing clauses of this Section 5.08; provided that such Debt is not increased and is not secured by any additional assets; (ig) arises Liens arising in the ordinary course of trading and/or by operation of Law; its business which (i) do not secure Debt and (ii) is entered into by do not secure 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 single obligation (or its Affiliate); provided that the title is only retained to individual items any group of customer premises equipment related obligations) 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 timeexceeding $100,000,000; (h) over or affecting any asset of any company which becomes a member of Liens existing on the Bank Group after the Original Execution Date, where such Encumbrance is created prior to the date Closing Date and set forth on which such company becomes a member of the Bank Group, if:Schedule 5.08 hereto; and (i) such Encumbrance was Liens not created otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in contemplation an aggregate principal amount at any time outstanding under this Section 5.08(i) together with the aggregate principal amount of the acquisition unsecured Debt of such company; andnon-Credit Parties outstanding pursuant to Section 5.09(g), not to exceed 10% of Adjusted Consolidated Net Worth.

Negative Pledge. No Obligor shall (and the Company shall procure that no member The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Bank Group shall), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all Borrower or any of its present Subsidiaries, whether now owned or future revenues or assets other than an Encumbrance: (a) which is an Existing Encumbrance set out inhereafter acquired, except: (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days Liens created for the benefit 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 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 LawLenders; (ii) is entered into by any member Liens existing on the date 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 basisthis Agreement; (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)Permitted Encumbrances; (iv) is entered into Liens on property (A) of a Subsidiary to secure only obligations owing to the Borrower or another such Subsidiary or (B) 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 and were not created in anticipation thereof; (v) Liens upon real and/or tangible personal property acquired after the date hereof (by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the 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 Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any member such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Bank Group 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 terms which 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 generally no worse than being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the counterparty’s standard or usual terms and entered into 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 relevant member Borrower and any 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 faithSubsidiaries, provided that the affected member aggregate amount of the Bank Group Indebtedness secured by Liens pursuant to this clause (ix) 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 liabilitynot at any time exceed $250,000; (gx) over any extension, renewal or affecting replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any asset acquired by additional Indebtedness or property (other than a member substitution 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 Grouplike property); and (iixi) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member additional Liens upon real and/or personal property of the Bank GroupBorrower or any of its Subsidiaries created after the date hereof so long as Unsecured Debt (as defined below) shall not, 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; , exceed Eligible Assets (h) over or affecting any asset as defined below). For the purposes of any company which becomes a member of the 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; andSection 5.02(a)(xi):

Negative Pledge. No Obligor shall (Parent and the Company shall procure that no member of Borrower will not, and the Bank Group shall)Borrower will not permit any Restricted Subsidiary to, without the prior written consent of an Instructing Groupcreate, create assume or permit suffer to subsist exist any Encumbrance over all Lien on any asset now owned or any of its present or future revenues or assets other than an Encumbrancehereafter acquired by it, except: (a) which is an Existing Encumbrance set out in:Liens 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; (ib) Part 1A any Lien on any asset of Schedule 10 any Person existing 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 such event; (Existing Encumbrancesc) any Lien existing on any asset prior to the acquisition thereof by Parent, the Borrower or any Restricted Subsidiary and not created in 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 Encumbrance is released Lien attaches to such asset concurrently with or within 10 Business Days 365 days after the acquisition thereof; (e) any Lien arising out of the Merger Closing Daterefinancing, extension, renewal or refunding of any Indebtedness or other obligations secured by any Lien otherwise permitted by any of the foregoing clauses of this Section 5.08; 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 Indebtedness or the amount of such other obligation, as applicable, is not increased amount would be permitted under another paragraph of this Clause 25.2and is not secured by any additional assets; (bf) Liens for taxes, assessments or other governmental charges or levies not yet due or which arises are being contested in good faith by operation appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (g) statutory Liens of Law 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 contract having a similar effect 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 an escrow arrangement required 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 a trading counterparty of any member of the Bank Group and Environmental Laws, arising in each case arising or entered into the ordinary course of business of Parent, the relevant member 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 Bank Groupassets of Parent, the Borrower or such Restricted Subsidiary or materially impair the use thereof in the operation of its business; (cm) which is created Liens required pursuant to any the terms of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsthis Agreement; (dn) arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)Liens on Permitted Cash Collateral securing only Cash Collateralized Term Loans; (eo) which arises in respect Liens on and pledges of the Equity Securities of any right joint venture owned by Parent, the Borrower or any Restricted Subsidiary (other than any such joint venture that is a Consolidated Subsidiary) to the extent securing Indebtedness of setsuch joint venture that is non-offrecourse to Parent, netting arrangement, title transfer the Borrower or title retention arrangements which:any Restricted Subsidiary; (ip) arises 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 trading and/or by operation business in favor of Lawthe 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; (iiq) is entered into by any member of the Bank Group Liens incurred in the normal ordinary course of its banking arrangements business to secure liability for the purpose of netting debit and credit balances on bank accounts of members of the Bank Group operated on a net balance basispremiums to insurance carriers or to maintain self-insurance; (iiir) arises Liens in respect favor of netting Parent, the Borrower or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging)of its wholly-owned Restricted Subsidiaries; (ivs) is entered into by any member rights of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and first refusal 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 fullbusiness; (ft) which arises in respect any letter of any judgmentcredit issued for the account of the Borrower, award or order Parent or any of their Affiliates to secure Indebtedness under 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 Groupfree financings; and (iiu) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, foregoing clauses of this Section 5.08 securing obligations in an aggregate principal 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 face amount of Financial Indebtedness so secured is not increased at any time; (h) over 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 affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Datewholly-owned Subsidiary thereof, 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 only that portion of such company; andIndebtedness reflecting Parent’s pro rata ownership interest therein shall be included in calculating compliance herewith.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 25.2Mortgaged Property; (b) which arises by operation Liens existing on the date of Law this Agreement securing other Debt outstanding on the date of this Agreement in an aggregate principal or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any 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 Groupface amount not exceeding $100,000,000; (c) which is any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance LeasesLien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, sale and leaseback arrangements provided that such Lien attaches to such asset concurrently with or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)within 90 days after the acquisition thereof; (e) which arises in respect any Lien on any asset of any right corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of set-off, netting arrangement, title transfer or title retention arrangements which:such event; (if) arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in 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 arising in the ordinary course of trading and/or by 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 Lawits business; (iii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit Liens on cash 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 faithcash equivalents securing Derivatives Obligations, provided that the affected member aggregate amount 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 cash and cash equivalents subject to which such asset is acquired, if: Liens may at no time exceed $100,000,000 and provided further that the sum of (ix) such Encumbrance was aggregate amount and (y) the aggregate amount of Debt secured as permitted by clause (j) below does not created in contemplation at any date exceed 20% of the acquisition of such asset by a member of the Bank GroupConsolidated Tangible Net Worth; and (iij) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt, provided that the sum of (x) the Financial Indebtedness secured thereby is Financial Indebtedness of, principal 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 face amount of Financial Indebtedness so secured is not increased at any time; such Debt and (hy) over or affecting any asset the aggregate amount of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior cash and cash equivalents referred to the date on which such company becomes a member of the Bank Group, if: in clause (i) such Encumbrance was above does not created in contemplation at any date exceed 20% of the acquisition of such company; andConsolidated Tangible Net Worth.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member Borrower nor any Subsidiary of the Bank Group shall)Borrower will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) which arises by operation Liens securing the obligations of Law or by a contract having a similar effect or Subsidiary under an escrow arrangement required by a trading counterparty Non-Recourse Debt on the assets of any 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 Groupsuch Subsidiary; (c) which is any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance LeasesLien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, sale and leaseback arrangements provided that such Lien attaches to such asset concurrently with or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)within 90 days after such acquisition; (e) which arises in respect any Lien on any asset of any right 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 set-off, netting arrangement, title transfer or title retention arrangements which:such event; (if) arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in 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 arising in the ordinary course of trading and/or by operation its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of Lawobligations having a common cause) in an amount exceeding $25,000,000; (iii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit Liens on cash and credit balances on bank accounts of members of the Bank Group operated on a net balance basiscash equivalents securing Derivatives Obligations; (iiij) 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 Liens in the ordinary course of business for the purpose 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 (securing 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 collateralizing energy purchases 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 sales as may be required under applicable generally accepted accounting principles from time to time by an independent system operator or similar system-governing body 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 Groupjurisdiction; and (iik) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member foregoing clauses of this Section securing Debt of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) Borrower and its Subsidiaries in an aggregate principal or (k) of Clause 25.4 (Financial Indebtedness) and the face amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset time exceeding 5% of any company which becomes a member Consolidated Total Capital of the 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; andBorrower.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (aA) which is Liens existing on June 30, 2000 securing Debt outstanding on June 30, 2000 in 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 aggregate 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 25.2exceeding $50,000,000; (bB) which arises by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty any Lien existing on any asset of any member of entity at the Bank Group time such entity becomes a Consolidated Subsidiary 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 (k) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any timeevent; (hC) over any Lien on any asset securing Debt incurred or affecting assumed solely for the purpose of financing all or any part of the cost of acquiring such asset (or acquiring a corporation or other entity which owned such asset); provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (D) any Lien on any asset of any company which becomes entity existing at the time such entity is merged or consolidated with or into the Company or a member of the 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 Consolidated Subsidiary and not created in contemplation of such event; (E) any Lien existing on any asset prior to the acquisition thereof by the Company or a Consolidated Subsidiary and not created in contemplation of such companyacquisition; (F) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Debt is not increased and is not secured by any additional assets; (G) any Lien in favor of the holder of indebtedness (or any Person 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 ownership of 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 aggregate materially impair the use thereof in the operation of the business of the Company and its Consolidated Subsidiaries taken as a whole; and (I) Liens securing Debt which are 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 Consolidated 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 (A) 20% of Consolidated Current Assets plus (B) 3% of Consolidated Net Worth.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date hereof securing Debt outstanding on the date hereof in 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 aggregate 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 25.2exceeding $25,000,000; (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 any Lien existing on any asset of any member corporation at the time such corporation becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches to such asset concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance Leases, sale Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding of any judgment, award or order or Debt secured by any tax liability for which an appeal or proceedings for review are being diligently pursued in good faithLien permitted by any of the foregoing clauses of this Section, 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 liabilityDebt is not increased and is not secured by any additional assets; (g) over any Lien arising pursuant to any order of attachment or affecting any asset acquired by a member of similar legal process arising in connection with court proceedings so long as the Bank Group after execution or other enforcement thereof is effectively stayed and 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 claims 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 timeare being contested in good faith by appropriate proceedings; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior Liens incidental to the date on conduct of its business or the ownership of its assets which such company becomes a member (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 Bank Group, if: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 Encumbrance was not created in contemplation of the acquisition of such companyLiens may at no time exceed $25,000,000; and (j) 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 5% of Consolidated Assets.

Negative Pledge. No Obligor shall (i) The Issuer will not, nor will it permit any Restricted Subsidiary to, issue, assume or guarantee any indebtedness for borrowed money secured by a mortgage, pledge, lien or other encumbrance of any nature (mortgages, pledges, liens and the Company shall procure that no member other encumbrances being hereinafter called “mortgage” or “mortgages”) upon any property of the Bank Group shall)Issuer or any Restricted Subsidiary, or upon any shares of stock of any Restricted Subsidiary, without 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: (1) mortgages existing on 1 August, 2006; (2) mortgages to secure the payment of all or part of the 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 written consent to, at the time of, or within 60 days after the later of an Instructing Groupthe acquisition, create completion of construction or permit to subsist any Encumbrance over commencement of full operation of such property, which indebtedness for borrowed money is incurred or guaranteed for the purpose of financing all or any part of its present the purchase price thereof or future revenues construction thereof or assets improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the mortgage shall not apply to any property theretofore owned by the Issuer or a Restricted Subsidiary, other than an Encumbrance:than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located; (a3) which mortgages on the property of a Restricted Subsidiary on the date it became a Restricted Subsidiary; (4) mortgages securing indebtedness for borrowed money of a Restricted Subsidiary owing to the Issuer or to another Restricted Subsidiary; (5) mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Issuer or a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the properties of a corporation or firm as an Existing Encumbrance set out in:entirety or substantially as an entirety by the Issuer or a Restricted Subsidiary; (6) any replacement or successive replacement in whole or in part of any mortgage referred to in the foregoing clauses (1) to (5), inclusive; provided, however, that the principal amount of the indebtedness for borrowed money secured by the mortgage shall not be increased and the principal repayment schedule and maturity of such indebtedness shall not be extended and (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days replacement shall be limited to all or a part of the Merger Closing Dateproperty 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 (ii7) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless liens created by or resulting from 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 litigation or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any 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) other proceeding which is created pursuant to being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against the Issuer or any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 Restricted Subsidiary 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 Issuer or such Restricted Subsidiary is in full; (f) which arises in respect of any judgment, award or order or any tax liability for which good faith prosecuting an appeal or proceedings for review 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 diligently pursued contested in good faith, provided that faith by appropriate proceedings; landlord’s liens on property held under lease; and any other liens or charges incidental to the affected member conduct of the Bank Group shall have business of the Issuer or will establish 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 listed in clauses (1) through (8) of subsection (i) of this Condition 3(c), 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 (less depreciation and valuation reserves as may be required and other reserves and items deductible from the gross book value of specific asset amounts under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability; (gthe United States) over or affecting any asset acquired by which under generally accepted accounting principles in the United States would be included on a member balance sheet of the Bank Group Issuer and its Restricted Subsidiaries, after the Original Execution Date and subject to which such asset is acquired, if: deducting therefrom (i) such Encumbrance was not created in contemplation 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 acquisition obligor in such manner that it may become payable more than one year from the date of such asset by a member of the Bank Group; and 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 Financial Indebtedness secured thereby is Financial Indebtedness net assets 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 company which becomes a member of the 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; andNon-Restricted Subsidiaries.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is an Existing Encumbrance set out in: (i) Part 1A Liens existing on the date of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days this Agreement securing Debt outstanding on the date of the Merger Closing Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the this Agreement in a principal amount secured thereby may not be increased unless any Encumbrance exceeding $1,000,000 individually and not exceeding $10,000,000 in respect of such increased amount would be permitted under another paragraph of this Clause 25.2the aggregate; (b) which arises by operation any Lien existing on the date of Law or by this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a contract having a similar effect or under an escrow arrangement required by a trading counterparty principal amount of any 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 Groupat least $1,000,000 individually; (c) which is any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance LeasesLien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, sale and leaseback arrangements provided that such Lien attaches to such asset concurrently with or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)within 90 days after the acquisition thereof; (e) which arises in respect any Lien on any asset of any right corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of set-off, netting arrangement, title transfer or title retention arrangements which:such event; (if) arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in 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 (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of trading and/or by 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 Lawits business; (iii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit Liens on cash 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)cash equivalents securing Derivatives Obligations; provided that the title is only retained aggregate amount of cash and cash equivalents subject to individual items of customer premises equipment in respect of which the purchase price has not been paid in fullsuch Liens may at no time exceed $100,000,000; (fj) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which arises do not and will not interfere in any material respect with the ordinary conduct of any judgment, award or order the business of the Borrower 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 liabilitySubsidiary; (gk) over any interest or affecting title of a lessor or sublessor under any asset acquired by a member lease of the Bank Group after the Original Execution Date and subject to which such asset is acquired, if:real estate permitted hereunder; (il) such Encumbrance was not created any zoning or similar law or right reserved to or vested in contemplation any governmental office or agency to control or regulate the use of the acquisition of such asset by a member of the Bank Groupany real property; and (iim) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member foregoing clauses 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 this Section securing Debt in an aggregate principal amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior time outstanding not 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; andexceed $50,000,000.

Negative Pledge. No Obligor shall (and the Company shall procure that no member So long as any of the Bank Group shallNotes remains outstanding (as defined in the Trust Deed), without the prior written consent no relevant Obligor will (except as otherwise required by law or a court of an Instructing Group, competent jurisdiction) create or permit to subsist any Encumbrance over all Security upon, or with respect to, any of its present or future assets or revenues to secure any existing or assets 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, the creation of such Security, take any and all action necessary to procure that all amounts payable by any relevant Obligor under the Notes, the Coupons and the Trust Deed are secured equally and rateably therewith by such Security in the same manner or in a manner satisfactory to the Trustee or that such other than 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 Encumbrance: Extraordinary Resolution (aas defined in the Trust Deed) which is an Existing Encumbrance set out inof the Noteholders. The foregoing shall not apply to: (i) Part 1A any Security created by any relevant Obligor after the date of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days issue of the Merger Closing Date; or Notes in substitution for any Security created by a company which becomes a Subsidiary (iias defined in the Trust Deed) 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 Obligor after the date 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 member issue of the Bank Group Notes (if such last-mentioned Security shall have been created prior to the date of, and not in each case arising or entered into contemplation of, such company becoming a Subsidiary of such Obligor) the ordinary course value of business which does not materially exceed the then current value of the relevant member of the Bank Group; (c) Security for which it is created pursuant to any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 Lawbeing substituted; (ii) is entered into any Security created by any member relevant Obligor (whether prior to, simultaneously with or following the issue of the Bank Group in Relevant Indebtedness) upon an amount of assets with a value not exceeding the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members amount of the Bank Group operated on a net balance basis;proceeds or the anticipated proceeds of, or upon the proceeds (or any part or parts of the proceeds) of, or upon any assets, returns, revenues or other benefits acquired or to be acquired with, or relating to, the proceeds (or any part or parts of the proceeds) of, any such Relevant Indebtedness; and (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement Security relating to any loan or other contract permitted under Clause 25.12 (Limitations on Hedging); (iv) is entered into by any member indebtedness which does not wholly come within the definition 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 Relevant 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 company which becomes a member of the 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; andset out below.

Negative Pledge. No Obligor shall (Neither Borrower and the Company shall procure that no member of the Bank Group shall)Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is an Existing Encumbrance set out in: (i) Part 1A any Lien existing on any asset of Schedule 10 (Existing Encumbrances) provided that any Person at the time 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 Person becomes a Subsidiary and not be increased unless any Encumbrance created in respect contemplation of such increased amount would be permitted under another paragraph of this Clause 25.2event; (b) which arises by operation any Lien on any asset securing Debt incurred or assumed for the purpose of Law financing all or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member part of the Bank Group and in each case arising cost of acquiring such asset, provided, that such Lien attached to such asset concurrently with or entered into within six months after the ordinary course of business of the relevant member of the Bank Groupacquisition thereof; (c) which 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 pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance Leases, sale Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such acquisition; (e) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding 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 Debt secured by any member Lien permitted by any of the Bank Group in foregoing clauses of this subsection 6.1; provided, that the normal course principal amount of its banking arrangements for the purpose of netting debit such Debt is not increased 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) such Debt is entered into not secured 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 fulladditional assets; (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 liabilityPermitted Encumbrances; (g) over or affecting any asset acquired by a member Liens to secure indebtedness of the Bank Group after the Original Execution Date pollution control or industrial revenue bond type and subject to which such asset is acquired, if: (i) such Encumbrance was not created Liens in contemplation favor of the acquisition United States or any state thereof, or any department, agency, instrumentality or political subdivision of any such asset by a member jurisdiction, to secure any Debt incurred for the purpose of financing all or any part of the Bank Grouppurchase price or cost of constructing or improving the property subject thereto; and (iih) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness offoregoing clauses of this subsection 6.1, 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 securing Debt in an aggregate principal amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset time outstanding not to exceed 10% of any company which becomes a member of the 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; andConsolidated Net Assets.

Negative Pledge. No Obligor shall (and the Company shall procure that no member Neither such Borrower nor any Subsidiary of the Bank Group shall)such Borrower will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) which arises Liens arising pursuant to securitization of accounts receivable in respect of recovery by operation ConEd or O&R of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty Electric and/or Steam Stranded Cost and Liens in connection with up to $46,300,000 aggregate principal amount of any member 5.22% Transition Bonds, Series 2004-1 of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank GroupRockland Electric Transition Funding LLC; (c) which is any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance LeasesLien on any asset securing obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, sale and leaseback arrangements provided that such Lien attaches to such asset concurrently with or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)within 90 days after such acquisition; (e) which arises in respect any Lien on any asset of any right 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 set-off, netting arrangement, title transfer or title retention arrangements which:such event; (if) arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in 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 arising in the ordinary course of trading and/or by operation its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of Lawobligations having a common cause) in an amount exceeding $25,000,000; (iii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit Liens on cash and credit balances on bank accounts of members of the Bank Group operated on a net balance basiscash equivalents securing Derivatives Obligations; (iiij) 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 Liens in the ordinary course of business for the purpose 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 (securing 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 collateralizing energy purchases 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 sales as may be required under applicable generally accepted accounting principles from time to time by an independent system operator or similar system-governing body 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 Groupjurisdiction; 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) Liens not otherwise permitted by the foregoing clauses of Clause 25.4 (Financial Indebtedness) this Section securing Debt of such Borrower and the its Subsidiaries in an aggregate principal or face amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset time exceeding 5% of any company which becomes a member of the 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 Consolidated Total Capital of such company; andBorrower.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)Neither a Credit Party nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is an Existing Encumbrance set out in: (i) Part 1A of Liens existing on the Effective Date and listed on 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 25.25.9 hereto; (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 any Lien existing on any asset of any member Person at the time such Person becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course such event, so long as such Lien does not attach to any other asset of business of the relevant member of the Bank Groupsuch Subsidiary; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance LeasesLien on any asset of any Person existing at the time such Person is merged or consolidated with or into a Credit Party or its Subsidiary and not created in contemplation of such event, sale and leaseback arrangements so long as such Lien does not attach to any other asset of such Credit Party or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)its Subsidiaries; (e) which arises any Lien existing on any asset prior to the acquisition thereof by a Credit Party or a Subsidiary and not created in respect contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-offthe foregoing clauses of this Section, netting arrangement, title transfer or title retention arrangements which:provided that the amount of such Debt is not increased and is not secured by any additional assets; (ig) arises Liens arising in the ordinary course of trading and/or by 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 Lawsuch Credit Party or Subsidiary’s business; (iih) is entered into by any member of the Bank Group Liens arising 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 basisconnection with Qualified Securitization Transactions; (iiii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract Liens securing Debt permitted under Clause 25.12 (Limitations on Hedging)Section 5.15(iv) hereof; (ivj) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard Liens incurred or usual terms and entered into deposits or pledges (1) made 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 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 acquisition foregoing 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 asset by a member of the Bank Groupregulatory authority or its nominee or made to comply or maintain compliance with Section 5.16 or any similar provision or agreement; 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) Liens not otherwise permitted by the foregoing clauses of Clause 25.4 (Financial Indebtedness) and the this Section 5.9 securing Debt in an aggregate principal or face amount of Financial Indebtedness so secured is not increased at any time; (h) over date not to exceed $250,000,000. In each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Lien on a specified asset or affecting any asset group or type of any company which becomes a member of the Bank Group after the Original Execution Dateassets may include Liens on all improvements, 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; andadditions and accessions thereto and all products and proceeds thereof.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)Create, without the prior written consent of an Instructing Groupincur, create assume or permit suffer to subsist exist any Encumbrance over all or Lien on any of its present assets or future revenues property now owned or assets other than an Encumbrancehereafter acquired or, except: (a) which is an Existing Encumbrance set out in: Liens securing the Obligations pursuant to the Loan Documents (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 25.2if any); (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 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 GroupPermitted Encumbrances; (c) which is created pursuant any Liens on any property or assets of the Borrower or its Restricted Subsidiaries existing on the 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 Finance Documents (including, for the purposes of securing Borrower or any Alternative Baseball Financing) and any Bridge Finance DocumentsRestricted Subsidiary; (d) arising from 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 Finance LeasesLease Liabilities) and extensions, sale renewals and leaseback arrangements replacements of any such Liens that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or Vendor Financing Arrangements 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 secured Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to be incurred pursuant such asset concurrently or within 270 days after the acquisition, improvement or completion of the construction thereof, (iii) such Lien does not extend to Clause 25.4 any other asset; and (Financial Indebtedness)iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) which arises in respect extensions, renewals, or replacements of any right Lien referred to in paragraphs (a) through (d) of set-offthis Section 7.2; provided, netting arrangement, title transfer or title retention arrangements which: (i) arises in that the ordinary course of trading and/or by operation of Law; (ii) is entered into by any member principal amount of the Bank Group in Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to 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 fullassets originally encumbered thereby; (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 faithLiens securing Acquired Indebtedness permitted under Section 7.1(i), provided that the affected member (i) such Liens do not at any time encumber any property other than property of the Bank Group shall have or will establish such reserves as may be required under Person acquired in the applicable generally accepted accounting principles in respect Permitted Acquisition at the time of such judgment, award, order or tax liabilityPermitted 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) over or affecting any asset acquired Liens securing Indebtedness permitted 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 timeSection 7.1(j); (h) over or affecting any asset Liens in cash and Permitted Investments securing the reimbursement and related obligations under Additional Letters of any company which becomes a member of the 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:Credit; (i) such Encumbrance was not created normal and customary rights of setoff upon deposits of cash in contemplation favor of the acquisition of such companybanks 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. No Obligor shall (The Borrower will not, and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create or will not permit to subsist any Encumbrance over all or any of its present Restricted Subsidiaries to, create, incur, assume or future revenues suffer to exist any Lien on any of its assets or assets other than an Encumbranceproperty now owned or hereafter acquired or, except: (a) which is an Existing Encumbrance 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 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 forth in respect of such increased amount would be permitted under another paragraph Section 2.22 or Section 8.2 of this Clause 25.2Agreement; (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 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 GroupPermitted Encumbrances; (c) which is created pursuant any Liens on any property or asset of the Borrower or any Restricted Subsidiary existing on the 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 Finance Documents (including, for the purposes of securing Borrower or any Alternative Baseball Financing) and any Bridge Finance DocumentsRestricted Subsidiary; (d) arising from purchase money Liens upon or in any Finance Leasesfixed 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, sale 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 180 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and leaseback arrangements (iv) the principal amount of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)improving such fixed or capital assets on the date of such acquisition, construction or improvement; (e) which arises in respect Liens on property or Capital Stock of any right Person that becomes a Restricted Subsidiary after the Third Amendment Effective Date in accordance with the terms of set-off, netting arrangement, title transfer or title retention arrangements which: this Agreement; provided that such Liens (i) arises exist at the time such Person becomes a Restricted Subsidiary and are not created in the ordinary course contemplation of trading and/or by operation of Law; or in connection with such Person becoming a Restricted Subsidiary, (ii) is entered into do not extend to any property owned by any member of the Bank Group in the normal course of Borrower or its banking arrangements for the purpose of netting debit other Restricted Subsidiaries and credit balances on bank accounts of members of the Bank Group operated on a net balance basis; (iii) arises in respect the aggregate principal amount of netting or set off arrangements contained in any Hedging Agreement or other contract Indebtedness does not exceed the amount permitted under Clause 25.12 (Limitations on Hedgingpursuant to Section 7.1(f); (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 Liens on property at the time the Borrower or any tax liability for which an appeal of its Restricted Subsidiaries acquires the property (including by way of merger with or proceedings for review are being diligently pursued in good faith, into the Borrower or any Subsidiary); provided that such Liens (i) exist at 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 time of such judgmentacquisition and are not created in contemplation or in connection with such acquisition, award, order and (ii) do not extend to any other property owned by the Borrower or tax liabilityits Restricted Subsidiaries; (g) over Refinancings, extensions, renewals, or affecting replacements of any asset acquired by a member Lien referred to in paragraphs (a) through (f) of this Section 7.2; provided, that the principal amount 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 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 timeaccrued and unpaid interest and fees thereon and that any such refinancing, extension, renewal or replacement is limited to the assets originally encumbered thereby; (h) over or affecting Liens securing any asset Indebtedness permitted by any of any company which becomes a member of the Bank Group after the Original Execution DateSections 7.1(i), where such Encumbrance is created prior 7.1(j), 7.1(k), and 7.1(l), subject to the date on which terms and conditions of such company becomes a member 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 the Bank Group, if:Foreign Subsidiaries; (i) such Encumbrance was 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 created in contemplation to exceed the greater of (x) $50,000,000 and (y) 15% of LTM Consolidated EBITDA (as of the acquisition of such companydate 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. No Obligor shall (The Borrower will not, and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create or will not permit to subsist any Encumbrance over all or any of its present Subsidiaries to, create, incur, assume or future revenues suffer to exist any Lien on any of its assets or assets other than an Encumbranceproperty now owned or hereafter acquired or, except: (a) which is an Existing Encumbrance 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 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 forth in respect of such increased amount would be permitted under another paragraph Section 2.22 or Section 8.2 of this Clause 25.2Agreement; (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 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 GroupPermitted Encumbrances; (c) which is created pursuant 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 Finance Documents (including, for the purposes of securing Borrower or any Alternative Baseball Financing) and any Bridge Finance DocumentsSubsidiary; (d) arising from purchase money Liens upon or in any Finance Leasesfixed 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, sale 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 180 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and leaseback arrangements (iv) the principal amount of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)improving such fixed or capital assets; (e) which arises in respect of Liens securing Indebtedness permitted pursuant to Section 7.1(f); provided, that such Lien does not extend to any right of set-off, netting arrangement, title transfer or title retention arrangements which: (i) arises in assets other than the ordinary course of trading and/or by operation of Law; (ii) is entered into by any member assets of the Bank Group in Person which becomes a Subsidiary after the normal course date 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 Groupthis Agreement; 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;and (f) which arises in respect extensions, renewals, or replacements of any judgmentLien referred to in paragraphs (a) through (e) of this Section 7.2; provided, 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 principal amount 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 and that any time; (h) over such extension, renewal or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance replacement is created prior limited 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; andassets originally encumbered thereby.

Negative Pledge. No Obligor shall (and the Company shall procure that no member The Guarantor will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Bank Group shall), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all Guarantor or any of its present Subsidiaries, whether now owned or future revenues or assets other than an Encumbrance: (a) which is an Existing Encumbrance set out inhereafter acquired, except: (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days Liens created for the benefit 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 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 LawLenders; (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 Liens existing on bank accounts of members of the Bank Group operated on a net balance basisDecember 11, 2006; (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)Permitted Encumbrances; (iv) is entered into Liens on property of a Subsidiary of the Guarantor to secure only obligations owing to the Guarantor or another such Subsidiary or Liens on 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 Guarantor and were not created in anticipation thereof; (v) Liens upon real and/or tangible personal property acquired after December 11, 2006 (by purchase, construction or otherwise) by the Guarantor or any of its Subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the 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 Guarantor or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any member such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Bank Group 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 terms which 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 generally no worse than being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the counterparty’s standard or usual terms and entered into 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 relevant member Guarantor and any 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 faithSubsidiaries, provided that the affected member aggregate amount of the Bank Group Indebtedness secured by Liens pursuant to this clause (ix) 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 liabilitynot at any time exceed $250,000; (gx) over any extension, renewal or affecting replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any asset acquired by additional Indebtedness or property (other than a member substitution of the Bank Group after the Original Execution Date and subject to which such asset is acquiredlike property), if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the Bank Group; and (iixi) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member additional Liens upon real and/or personal property of the Bank GroupGuarantor or any of its Subsidiaries created after December 11, is Financial Indebtedness which at all times falls within paragraph 2006 so long as Unsecured Debt (gas defined below) or (k) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased shall not, at any time; , exceed Eligible Assets (h) over or affecting any asset as defined below). For the purposes of any company which becomes a member of the 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; andSection 5.02(a)(xi):

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)The Borrower will not create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens granted by the Borrower existing on the date of this Agreement securing Indebtedness outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $100,000,000; (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 any Lien on any asset of any member of Person existing at the Bank Group and in each case arising time such Person is merged or entered consolidated with or into the ordinary course Borrower and not created in contemplation of business of the relevant member of the Bank Groupsuch event; (c) which is any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch acquisition; (d) arising from any Finance Leases, sale and leaseback arrangements Lien on any asset securing Indebtedness incurred or Vendor Financing Arrangements permitted assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to be incurred pursuant to Clause 25.4 (Financial Indebtedness)such asset concurrently with or within 180 days after the acquisition thereof; (e) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding of any right Indebtedness secured by any Lien permitted by any of set-off, netting arrangement, title transfer or title retention arrangements which: (i) arises in the ordinary course foregoing clauses of trading and/or this Section; provided that such Indebtedness is not increased and is not secured by operation of Lawany additional assets; (iif) is entered into Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by any member of the Bank Group appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained 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 basisaccordance with generally accepted accounting principles; (iiig) arises in respect statutory Liens of netting or set off arrangements contained in any Hedging Agreement or landlords and Liens of carriers, warehousemen, mechanics, materialmen and other contract permitted under Clause 25.12 (Limitations on Hedging); (iv) is entered into Liens imposed 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 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 the relevant member of the Bank Group; or (v) which is a retention of title arrangement such Liens, are promptly instituted and diligently conducted and with respect to customer premises equipment in favour of a supplier (which adequate reserves 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 other appropriate provisions are being diligently pursued maintained 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 accordance with 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 timeprinciples; (h) over Liens incurred or affecting any asset deposits made in the ordinary course of any company which becomes 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 member result of the 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:progress payments under government contracts; (i) such Encumbrance was 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 created recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments which do not result in contemplation an Event of Default; (k) Liens, deposits or pledges to secure the acquisition performance of such companybids, 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 (n) Liens 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 $500,000,000.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Restricted Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement; (b) which arises by operation Liens securing Debt of Law a Restricted Subsidiary owing to the Borrower or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any 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 Groupto another Restricted Subsidiary; (c) which is any Lien existing on any asset of any person at the time such person becomes a Subsidiary and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance LeasesLien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset (and/or, sale and leaseback arrangements in the case of the acquisition of a business, any Lien on the equity and/or assets of the acquired entity), provided that such Lien attaches to such asset concurrently with or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)within 180 days after the acquisition thereof; (e) which arises in respect any Lien on any asset of any right person existing at the time such person is merged or consolidated with or into the Borrower or a Restricted Subsidiary and not created in contemplation of set-offsuch event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, netting arrangementextension, title transfer renewal or title retention arrangements which: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) 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 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 relevant member Borrower and its Restricted Subsidiaries of the Bank Groupassets to which such Liens attach; ormaterialmen’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; (vj) which is a retention Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of title arrangement with respect cash and cash equivalents subject to customer premises equipment in favour of a supplier such Liens may at no time exceed $50,000,000; (or its Affiliate)k) Liens securing Debt equally and ratably securing the Loans and such Debt; provided that the title 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 other obligation of the Borrower or any of its Subsidiaries, other than an obligation that is only retained subordinated to individual items of customer premises equipment in respect of which the purchase price has not been paid in fullLoans; (fl) which arises Liens securing contingent obligations 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 aggregate principal amount not 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 Groupexceed $25,000,000; and (iim) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness 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, the creation of a security interest arising solely as a result of, or is assumed bythe filing of UCC financing statements in connection with, any sale by the relevant acquiring member Borrower or any of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) or (k) its Subsidiaries of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is accounts receivable not increased at any time; (h) over or affecting any asset of any company which becomes prohibited by Section 5.07 shall not constitute a member of the 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; andLien prohibited by this covenant.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)The Borrower will not create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens granted by the Borrower existing on the date of this Agreement securing Indebtedness outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $100,000,000; (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 any Lien on any asset of any member of corporation existing at the Bank Group and in each case arising time such corporation is merged or entered consolidated with or into the ordinary course Borrower and not created in contemplation of business of the relevant member of the Bank Groupsuch event; (c) which is any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch acquisition; (d) arising from any Finance LeasesLien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, sale and leaseback arrangements PROVIDED that such Lien attaches to such asset concurrently with or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)within 180 days after the acquisition thereof; (e) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding of any right Indebtedness secured by any Lien permitted by any of set-offthe foregoing clauses of this Section, netting arrangement, title transfer or title retention arrangements which: (i) arises in the ordinary course of trading and/or PROVIDED that such Indebtedness is not increased and is not secured by operation of Lawany additional assets; (iif) is entered into Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by any member of the Bank Group appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained 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 basisaccordance with generally accepted accounting principles; (iiig) arises in respect statutory Liens of netting or set off arrangements contained in any Hedging Agreement or landlords and Liens of carriers, warehousemen, mechanics, materialmen and other contract permitted under Clause 25.12 (Limitations on Hedging); (iv) is entered into Liens imposed 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 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 the relevant member of the Bank Group; or (v) which is a retention of title arrangement such Liens, are promptly instituted and diligently conducted and with respect to customer premises equipment in favour of a supplier (which adequate reserves 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 other appropriate provisions are being diligently pursued maintained 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 accordance with 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 timeprinciples; (h) over Liens incurred or affecting any asset deposits made in the ordinary course of any company which becomes 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 member result of the 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:progress payments under government contracts; (i) such Encumbrance was 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 created recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments which do not result in contemplation an Event of Default; (k) Liens, deposits or pledges to secure the acquisition performance of such companybids, 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 (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.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)The Borrower will not create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens granted by the Borrower existing as of the Merger Closing Effective Date; or (ii) Part 1B , securing Indebtedness outstanding on the date of Schedule 10 (Existing Encumbrances) provided that the this Agreement in an aggregate 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 25.2exceeding $100,000,000; (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 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[Reserved]; (c) which 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 pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance Leases, sale Lien existing on any asset prior to the acquisition thereof by the Borrower and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such acquisition; (e) which arises in respect of any right of set-off, netting arrangement, title transfer Lien on any asset securing Indebtedness incurred 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 assumed for the purpose of netting debit and credit balances on bank accounts of members financing all or any part of the Bank Group operated on a net balance basiscost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (iiif) arises 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 respect of netting connection with such refinancing, extension, renewal or set off arrangements contained in refunding) and is not secured by any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging)additional assets; (ivg) is entered into by any member of the Bank Group on terms 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 no worse than the counterparty’s standard or usual terms accepted accounting principles; (h) statutory Liens of landlords and entered into 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 the relevant member of the Bank Group; or (v) which is a retention of title arrangement such Liens, are promptly instituted and diligently conducted and with respect to customer premises equipment in favour of a supplier (which adequate reserves 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 other appropriate provisions are being diligently pursued maintained 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 accordance with generally accepted accounting principles in respect of such judgment, award, order or tax liabilityprinciples; (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) 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 Encumbrance was 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 created in contemplation otherwise permitted by the foregoing clauses of this Section on assets of the acquisition of such asset by a member Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the Bank GroupConsolidated Net Assets of the Borrower; (p) Liens on fuel used by the Borrower in its power generating business; and (iiq) 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 Liens on regulatory assets up to the amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the 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; andapproved by state legislatures and/or regulatory orders.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Significant Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement; (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 any Lien existing on any asset of any member Person at the time such Person becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches to such asset concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance Leases, sale 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 leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in respect contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-offthe foregoing clauses of this Section, netting arrangement, title transfer or title retention arrangements which:provided that such Debt is not increased and is not secured by any additional assets; (ig) arises Liens arising in the ordinary course of trading and/or by operation 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 Law; 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 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) is entered into by any member do not in the aggregate materially detract from the value or materially impair the use 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 assets of the Bank Group operated on Borrower and its Subsidiaries, taken as 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 timewhole; (h) over or affecting any asset Liens securing Derivatives Obligations, provided that the aggregate amount of any company which becomes a member of the Bank Group after the Original Execution Date, where assets subject to such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if:Liens may at no time exceed $300,000,000; and (i) such Encumbrance was Liens not created otherwise permitted by the foregoing clauses of this Section securing Debt in contemplation an aggregate principal or face amount at any date not to exceed 25% of the acquisition of such company; andConsolidated Total Assets.

Negative Pledge. No Obligor shall (The Company will not, and the Company shall procure that no member of the Bank Group shall)will not permit any Material Subsidiary to, without the prior written consent of an Instructing Groupcreate, create assume or permit suffer to subsist exist any Encumbrance over all or Lien securing Debt on any of its present or future revenues or assets other than an EncumbranceRestricted Property, except: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement; (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 any Lien existing on any asset of any member Person at the time such Person becomes (or merges or combines with) a Material Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to 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 Finance Documents (including, for cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within one year after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance Leases, sale Lien on any improvements constructed on any property of the Company or any such Material Subsidiary and leaseback arrangements any theretofore unimproved real property on which such improvements are located securing Debt incurred for the purpose of financing all or Vendor Financing Arrangements permitted any part of the cost of constructing such improvements; provided that such Lien attaches to be incurred pursuant to Clause 25.4 such improvements within one year after the later of (Financial Indebtedness)i) completion of construction of such improvements and (ii) commencement of full operation of such improvements; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or a Material Subsidiary and not created in respect contemplation of such acquisition; (f) Liens on property of the Company or a Material Subsidiary in favor of any right 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 set-off, netting arrangement, title transfer financing all or title retention arrangements which: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) arises 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 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 and any Lien arising under 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 general terms and entered into 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 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 fullbusiness; (fk) which arises Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in respect an aggregate principal amount at any time outstanding not to exceed the greater 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 (x) 15% of Consolidated Net Tangible Assets (measured at the affected member time of the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect incurrence of such judgment, award, order or tax liability; Debt) and (gy) 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$7,500,000,000; and (iil) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member any Lien arising out of the Bank Grouprefinancing, is Financial Indebtedness which at all times falls within paragraph (g) extension, renewal or (k) refunding of Clause 25.4 (Financial Indebtedness) and any Debt secured by any Lien permitted by any of the amount foregoing clauses of Financial Indebtedness so secured this Section 5.03; provided that such Debt is not increased at and is not secured by any time; (h) over or affecting any asset of any company which becomes a member of the 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; andadditional assets other than improvements thereon and proceeds thereof.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)The Borrower will not create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 the Lien 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 25.2Umbrella Mortgage; (b) which arises by operation any Lien that qualifies as an “Excepted Encumbrance” under Section 1.06 of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty the Umbrella Mortgage, provided that foreclosure of any member of the Bank Group and in each case arising Liens for taxes, assessments or entered into the ordinary course of business of the relevant member of the Bank Groupother governmental charges so qualifying shall have been effectively stayed; (c) which is created pursuant to any Lien on the Borrower’s interest in facilities securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such facilities, for provided that the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsinterest on such Debt is exempt from tax under the Internal Revenue Code as in effect when such Debt is incurred or assumed; (d) arising from any Finance Leases, sale and leaseback arrangements Lien on the Borrower’s interest in Pollution Bonds or Vendor Financing Arrangements permitted cash or cash equivalents securing (i) the obligation of the Borrower to be incurred pursuant reimburse the issuer of a Pollution LC for a drawing on such Pollution LC for the purpose of purchasing Pollution Bonds or (ii) the obligation of the Borrower to Clause 25.4 (Financial Indebtedness)reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Pollution Bonds; (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 Lien on any member asset securing Debt of the Bank Group in the normal course of its banking arrangements Borrower incurred or assumed for the purpose of netting debit and credit balances on bank accounts of members financing all or any part of the Bank Group operated on a net balance basis; (iii) arises in respect cost 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); acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in fullacquisition thereof; (f) which arises in respect any Lien on any asset of any judgment, award corporation existing at the time such corporation is merged or order consolidated with or any tax liability for which an appeal or proceedings for review are being diligently pursued into the Borrower and not created 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 contemplation of such judgment, award, order or tax liabilityevent; (g) over or affecting any Lien existing on any asset acquired prior to the acquisition thereof by a member of the Bank Group after the Original Execution Date Borrower 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 timeacquisition; (h) over any Lien arising out of the refinancing, extension, renewal or affecting any asset refunding of any company which becomes a member Debt of the Bank Group after the Original Execution Date, where such Encumbrance is created prior to the date on which such company becomes a member Borrower secured by any Lien permitted by any of the Bank Groupforegoing clauses (b) through (g), if:inclusive, of this Section, provided that such Debt is not increased and is not secured by any additional assets; (i) such Encumbrance was Liens incidental to the conduct of its business or the ownership of its assets which (i) do not created secure Debt or obligations under Hedging Agreements, (ii) do not secure any single obligation (or series of related obligations) in contemplation 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 acquisition 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 companyLiens 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 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 credit securing obligations under Commodity Forward Contracts; and (n) the right of the counterparty to two or more Commodity Forward Contracts to close out such Commodity Forward Contracts if applicable margin or other requirements are not met and apply any proceeds thereof to any resulting balance due.

Negative Pledge. No Obligor shall (and the Company shall procure that no member So long as any of the Bank Group shall), without Notes remain outstanding the prior written consent of an Instructing Group, Issuer will not create or permit to subsist have outstanding any Encumbrance over all mortgage, charge, lien, pledge or other security interest (each a Security Interest) upon, or with respect to, any of its present or future business, undertaking, assets or 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 assets at the same time and, in any other than an Encumbrancecase, promptly, takes any and all action necessary to ensure that: (a) 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 all amounts payable by it under the Merger Closing Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that Notes are secured by 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 25.2Security Interest equally and rateably with the Relevant Indebtedness; (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 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;such Security Interest is terminated; or (c) 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 Security Interest upon, or with respect to, any present or future assets or revenues or any part thereof which is created pursuant to any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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: to: (i) arises in a bond, note or similar instrument whereby the ordinary course payment obligations are secured by a segregated pool of trading and/or assets (whether held by operation of Law; the Issuer or any third party guarantor) (any such instrument, a Covered Bond); or (ii) is entered into 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 any member such Security Interest or having the benefit of the Bank Group such Security Interest are to be discharged principally from such assets or revenues (or in the normal course case of its banking arrangements for Direct Recourse Securities, by direct unsecured recourse to 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 HedgingIssuer); (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 aggregate balance sheet value of the Bank Group shall have assets or will establish such reserves as may be required under applicable generally accepted accounting principles revenues subject to any Security Interest created in respect of such judgment, award, order or tax liability; (gA) over or affecting Covered Bonds; and (B) any asset acquired by a member other secured Relevant Indebtedness (other than Direct Recourse Securities) of the Bank Group after Issuer, when added to the Original Execution Date and subject to which such asset is acquirednominal amount of any outstanding Direct Recourse Securities, if: (i) such Encumbrance was not created in contemplation does not, at the time of the acquisition of such asset by a member incurrence thereof, exceed 15 per cent. of the Bank Group; and (ii) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member consolidated total assets of the Bank Group, is Financial Indebtedness which at all times falls within paragraph Issuer (g) or (k) of Clause 25.4 (Financial Indebtedness) and as shown in the amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member most recent audited consolidated financial statements of the Bank Group after the Original Execution DateIssuer prepared in accordance with BRSA AFRS (as defined below) or, where such Encumbrance is created prior to the date on which such company becomes a member of the Bank Groupif prepared, if: (i) such Encumbrance was not created in contemplation of the acquisition of such company; andIFRS).

Negative Pledge. No Obligor shall (and the Company shall procure that no member None of the Bank Group shall)Borrower, without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all Covered Subsidiary or any of its present Significant Subsidiary will create, assume or future revenues suffer to exist any Lien on any asset now owned or assets other than an Encumbrancehereafter acquired by it, except: (a) 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 Liens existing as of the Merger Closing Effective 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 any Lien existing on any asset of any member Person at the time such Person becomes a Subsidiary of the Bank Group and Borrower or at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower, in each case arising or entered into where the ordinary course Lien is not created in contemplation of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents cost of acquiring or constructing such asset (includingit being understood that, for this purpose, the purposes acquisition of securing any Alternative Baseball Financinga 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 any Bridge Finance Documents(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) arising from any Finance Leases, sale Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary of the Borrower and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such acquisition; (e) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-offthe foregoing clauses of this Section, netting arrangementprovided that such Debt is not increased (other than to cover any transaction costs of such refinancing, title transfer extension, renewal or title retention arrangements which:refunding) and is not secured by any additional assets; (if) arises Liens arising in the ordinary course of trading and/or by operation of Law; its business which (i) do not secure Debt, (ii) is entered into by do not secure any member of the Bank Group single obligation in the normal course of its banking arrangements for the purpose of netting debit an amount exceeding $50,000,000 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 do not in the ordinary course aggregate materially detract from the value of business its assets or materially impair the use thereof in the operation 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 fullbusiness; (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 company which becomes a member of the 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

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create Create or permit suffer to subsist exist any Encumbrance over all Lien on or with respect to any of its present properties, whether now owned or future revenues hereafter acquired, or assets assign any right to receive income, other than an Encumbrance: (a) which is an Existing Encumbrance set out inthan: (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 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 Liens created pursuant to any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Loan 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 Liens for taxes, assessments and governmental charges or levies to 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 basisextent not required to be paid under Section 5.01(b); (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and 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 similar Liens arising in the ordinary course of business securing obligations that (A) are not overdue for a period of more than 30 days and (B) individually or together with all other Permitted Liens outstanding on any date of determination do not materially adversely affect the use of the relevant member property to which they relate; (iv) pledges or deposits in the ordinary course of the Bank Group; orbusiness to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (v) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (vi) Liens securing judgments (or the payment of money) not constituting a Default under Section 6.01(f) or 6.01(g) or securing appeal or other surety bonds related to such judgments; (vii) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; (viii) Liens created or arising over any property (including Equity Interests of any Person) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (acquired, constructed or its Affiliate)improved by such Loan Party; provided that (A) any such Lien is created or arises on or before 120 days after the title is completion of such acquisition, construction or improvement, (B) the Indebtedness secured thereby comprises only retained to individual items principal amounts raised for the purposes of customer premises equipment such acquisition, construction or improvement, together with any costs, expenses, interest and fees incurred in relation thereto or a guaranty given in respect thereof and (C) any such Lien is confined solely to the property so acquired, constructed or improved, including any Equity Interest or other interest in any Person created for the purpose of which the purchase price has not been paid in fullacquiring, constructing or developing and holding such property; (fix) which arises in respect Liens over any property (including Equity Interests 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 Person) at 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 time of the acquisition of such asset property by such Loan Party; provided that (A) any such Lien was not (or is not) created in connection with or in contemplation of such acquisition, (B) such Lien does not apply to any other property of such Loan Party and (C) such Lien secures only those obligations which it secures on the date of such acquisition; (x) Liens on property (including Equity Interests) of another Person in existence at the time such other Person becomes a member Subsidiary of a Loan Party; provided that (A) the Liens may not extend to any other property owned by such Person and (B) such Liens were not (or are not) created in connection with or in contemplation of such Person becoming a Subsidiary; (xi) Liens on the administrative office of the Bank GroupBorrower located at (A) Contralmirante Montero 500 and ▇▇▇, ▇▇. ▇▇▇▇▇ de la República 4667, 4675, 4673, 4681, 4685, 4691 and 4699 and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 905, 907, 909, 911, 915 and 925, Surquillo, Lima, Perú and (B) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇; (xii) Liens on property of Viva GyM S.A. solely in connection with financings for the purpose of construction, development or acquisition of a project or asset (including mortgages on or assignments in trust of real property, pledges or assignments in trust of such project cash flows or Equity Interests in entities formed in connection with such construction, development or acquisition and Liens on undeveloped land); (xiii) purchase money Liens upon or in any real property or equipment acquired or held by such Loan Party in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; provided, further, that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (xiii) shall not exceed the amount specified therefor in Section 5.02(b)(v)(C) at any time outstanding; (xiv) the Existing Liens; (xv) other Liens securing Indebtedness; provided that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (xv) shall not exceed (A) with respect to the Borrower, the amount specified therefore in Section 5.02(b)(v) (or its equivalent in other currencies) at any time outstanding and (B) with respect to any other Loan Party, an amount not to exceed U.S.$20,000,000 in the aggregate for such Loan Party (or its equivalent in other currencies) at any time outstanding; provided, further, that no such Lien shall extend to or cover any Collateral; and (iixvi) the Financial replacement, extension or renewal of any Lien permitted by clauses (viii) through (xv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the principal amount or change in any direct or contingent obligor) of the Indebtedness secured thereby 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 company which becomes a member of the 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; andthereby.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Tenant nor any Restricted Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbrance: (a) which is an Existing Encumbrance set out inexcept: (i) Part 1A Liens existing on the date of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days this Lease securing Debt outstanding on the date of the Merger Closing Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the this Agreement in an aggregate 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 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 Lawexceeding $18,000,000; (ii) is entered into by any member Lien existing on any asset of any corporation at the Bank Group time such corporation becomes a Restricted Subsidiary and not created in the normal course contemplation 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 basissuch event; (iii) arises in respect any Lien on any asset securing Debt incurred or assumed for the purpose of netting financing all or set off arrangements contained in any Hedging Agreement part of the cost of acquiring or other contract permitted under Clause 25.12 (Limitations on Hedging)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; (iv) any Lien on any asset of any corporation existing at the time such corporation is entered merged or consolidated with or into the Tenant or a Restricted Subsidiary and not created in contemplation of such event; (v) any Lien existing on any asset prior to the acquisition thereof by the Tenant or a Restricted Subsidiary and not created in contemplation of such acquisition; (vi) Liens securing Debt owing by any member Subsidiary to the Tenant; (vii) any Lien arising out of the Bank Group refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses (ii) through (vii) of this Section, provided that (A) such Debt is not secured by any additional assets, and (B) the amount of such Debt secured by any such Lien is not increased; (viii) any Lien on terms Margin Stock; (ix) Liens for taxes or other Impositions not yet delinquent or which are generally no worse than being contested in good faith by appropriate proceedings and for which the counterparty’s standard or usual terms Tenant shall have set aside any reserves required by GAAP; (x) Liens of landlords, carriers, warehousemen, mechanics, materialmen and entered into other similar Persons incurred 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 for sums not been paid in fullyet due; (fxi) which arises Liens (other than any Lien created or imposed under ERISA) incurred or deposits made in respect the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any judgment, award case of obligations incurred in connection with the borrowing of money or order the obtaining of advances of credit); (xii) any attachment or any tax liability for which an appeal or proceedings for review are being diligently pursued judgment Lien arising in good faithconnection with court proceedings, provided that (i) the affected member execution or other enforcement of such Lien is effectively stayed and the Bank Group claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, and (ii) such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and neither the Tenant's nor any such Restricted Subsidiary's title to or will establish such reserves as may be required under applicable generally accepted accounting principles right to use any of its property is impaired in any material respect by reason of such judgment, award, order or tax liabilitycontest; (gxiii) over easements, licenses, rights-of-way and other rights and privileges in the nature of easements and similar Liens incidental to the ownership of property and not incurred in connection with the borrowing of money or affecting any asset acquired by a member the obtaining of advances of credit, and which do not, individually or in the aggregate, interfere with the ordinary conduct of the Bank Group after business of the Original Execution Date and Tenant or any Restricted Subsidiary or materially detract from the value of the properties subject to which any such asset is acquired, if:Liens; (ixiv) such Encumbrance was Liens not created otherwise permitted by the foregoing clauses of this Section securing Debt in contemplation an aggregate principal amount at any time outstanding not to exceed 15% of the acquisition of such asset by a member of the Bank GroupConsolidated Total Capitalization; and (iixv) the Financial Indebtedness secured thereby is Financial Indebtedness of, any Lien created by or is assumed by, the relevant acquiring member arising as a result of any 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 company which becomes a member of the 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; andTransaction Documents.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $25,000,000; (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 any Lien existing on any specific fixed asset of any member corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any specific fixed asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring or constructing such asset, for provided that such Lien attaches to such asset concurrently with or within 18 months after the purposes acquisition or completion of securing any Alternative Baseball Financing) and any Bridge Finance Documentsconstruction thereof; (d) arising from any Finance Leases, sale Lien on any specific fixed asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any specific fixed asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding of any judgment, award or order or Debt secured by any tax liability for which an appeal or proceedings for review are being diligently pursued in good faithLien 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 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 amount of such judgment, award, order or tax liabilityDebt secured by any such Lien is not increased; (g) over Liens incidental to the conduct of its business or affecting any asset acquired by a member the ownership of the Bank Group after the Original Execution Date and subject to its assets which such asset is acquired, if: (i) such Encumbrance was do not created in contemplation of the acquisition of such asset by a member of the Bank Group; and secure Debt and (ii) do not in the Financial Indebtedness secured thereby is Financial Indebtedness of, aggregate materially detract from the value of its assets or is assumed by, materially impair the relevant acquiring member use thereof in the operation 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 timeits business; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior to the date Lien on which such company becomes a member of the Bank Group, if:Margin Stock; (i) such Encumbrance was not Debt owing to the Borrower or another Subsidiary; (j) Liens created in contemplation of under the acquisition of such companyPledge Agreement and the other Loan Documents; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt (other than indebtedness represented by the Note) in an aggregate principal amount at any time outstanding not to exceed $100,000.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Restricted Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $15,000,000; (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 any Lien existing on any asset of any member Person at the time such Person becomes a Restricted Subsidiary and not created in contemplation or as a result of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches to such asset concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance Leases, sale Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Company or another Restricted Subsidiary and leaseback arrangements not created in contemplation or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)as a result of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or another Restricted Subsidiary and not created in respect contemplation or as a result 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 fullsuch acquisition; (f) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding of any judgment, award or order or Debt secured by any tax liability for which an appeal or proceedings for review are being diligently pursued in good faithLien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased beyond 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 liabilitythen outstanding principal amount thereof and is not secured by any additional assets; (g) over Liens incidental to the conduct of its business or affecting any asset acquired by a member the ownership of the Bank Group after the Original Execution Date and subject to its assets which such asset is acquired, if: (i) such Encumbrance was do not created in contemplation of the acquisition of such asset by a member of the Bank Group; and secure Debt, (ii) do not secure any obligation in an amount exceeding $10,000,000 and (iii) do not in the Financial Indebtedness secured thereby is Financial Indebtedness of, aggregate materially detract from the value of its assets or is assumed by, materially impair the relevant acquiring member use thereof in the operation 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 timeits business; (h) over or affecting Liens created by any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior Restricted Subsidiary as security for Debt owing to the date on which such company becomes a member of the Bank Group, if:Company; (i) Liens created by the Company as security for Debt owing to Subsidiaries, but only if the only security for such Encumbrance was not created Debt consists of Investments acquired by the Company solely from the proceeds of such Debt; (j) Liens on cash and cash equivalents securing Derivative Financial Products, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (k) in contemplation addition to the Liens permitted by clauses (a) through (j), inclusive, and (1) and (m) of this Section, a Lien on any asset securing Debt of the acquisition 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 company; andRestricted Subsidiary, as the case may be, was the seller) securing Debt of the Company or such Restricted Subsidiary, as the case may be, in an aggregate outstanding principal amount at no time exceeding $50,000,000;

Negative Pledge. No Obligor shall (and the Company shall procure that no member Loan Party nor any Subsidiary of the Bank Group shall)a Loan Party will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is an Existing Encumbrance set out in: Liens existing on the date of this Agreement encumbering assets (iother than Collateral) Part 1A securing Debt outstanding on the date 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 this Agreement, in each case as described and in 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 25.2amounts set forth on Schedule 5.13; (b) which arises by operation of Law Liens for taxes, assessments or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Bank Group and charges, incurred in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupthat are not yet due and payable or that are being contested in good faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which is created pursuant in no event shall become a Lien prior to any of the Finance Collateral Documents (including, for the purposes of securing including any Alternative Baseball Financing) and any Bridge Finance Timberland Collateral Documents); (d) arising from 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 Finance Leases, sale and leaseback arrangements Collateral Documents (including any Timberland Collateral Documents); or Vendor Financing Arrangements permitted to be incurred (2) are being contested diligently in good faith pursuant to Clause 25.4 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 (Financial Indebtednessincluding any Timberland Collateral Documents); (e) which arises in respect of any right of set-off, netting arrangement, title transfer good faith pledges 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 deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the relevant member repayment of borrowed money) or leases, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the Bank Group; or ordinary course of business which in no event shall become a Lien prior to any Collateral Document (v) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or its Affiliateincluding any Timberland Collateral Documents); 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 any Lien arising out of the refinancing, extension, renewal or refunding of any judgment, award or order or Debt secured by any tax liability for which an appeal or proceedings for review are being diligently pursued in good faithLien 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 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 amount of such judgment, award, order or tax liabilityDebt secured by any such Lien is not increased; (g) over encumbrances consisting of zoning restrictions, easements or affecting any asset acquired by a member other restrictions on the use of real property, none of which materially impairs 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 use of such asset property by a member Borrower in the operation of the Bank Group; and (ii) the Financial Indebtedness secured thereby its business, and none of which is Financial Indebtedness of, violated in any material respect by existing 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 timeproposed restrictions on land use; (h) over (1) that certain Wood Fiber Supply Agreement dated July 1, 2000, between St. ▇▇▇ Timberland and Jefferson Smurfit Corporation; and (2) timber or affecting any asset of any company fiber supply agreements which becomes a member of the Bank Group when combined with all other timber or fiber supply agreements entered into after the Original Execution Date, where such Encumbrance is created prior to date of this Agreement encumber less than 50,000 acres in the date on aggregate unless approved by the Administrative Agent (which such company becomes a member of the Bank Group, if:consent shall not be unreasonably withheld); (i) such Encumbrance was not created in contemplation any Lien on Margin Stock; (j) any Lien imposed as a result of a taking under the exercise of the acquisition power of such company; andeminent 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 Florida Department of Transportation regarding the conveyance 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, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral except Liens in favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)Neither a Credit Party nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens pursuant to 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 25.2Pledge Agreements; (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 member of Liens existing on the Bank Group Effective Date and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Grouplisted on Schedule 6.9 hereto; (c) which is any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance LeasesLien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, sale provided that such Lien attaches only to such asset acquired and leaseback arrangements attaches concurrently with or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)within 90 days after the acquisition thereof; (e) which arises in respect any Lien on any asset of any right Person existing at the time such Person is merged or consolidated with or into a Credit Party or its Subsidiary and not created in contemplation of set-offsuch event, netting arrangement, title transfer so long as such Lien does not attach to any other asset of such Credit Party or title retention arrangements which:its Subsidiaries; (if) arises any Lien existing on any asset prior to the acquisition thereof by a Credit Party or a Subsidiary and not created in 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 the amount of such Debt is not increased and is not secured by any additional assets; (h) Liens arising in the ordinary course of trading and/or by its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $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 Lawsuch Credit Party or Subsidiary's business; (iii) is entered into by any member of the Bank Group Liens arising 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 basisconnection with Qualified Securitization Transactions; (iiij) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract Liens securing Debt permitted under Clause 25.12 (Limitations on Hedging)Section 6.15(vi) hereof; (ivk) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard Liens incurred or usual terms and entered into deposits or pledges made 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 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 acquisition foregoing in connection with any contract or statute (exclusive of such asset by a member obligations for the payment of the Bank Groupborrowed money), or (iii) to cover anticipated costs of future redemptions of awards under loyalty marketing programs; and (iil) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, foregoing clauses of this Section 6.9 securing Debt in an aggregate principal or is assumed by, the relevant acquiring member face amount at any date not to exceed 2% of Consolidated Net Worth 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 company which becomes a member of the 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; andBorrower.

Negative Pledge. No Obligor shall The Borrower will not create, assume or suffer to exist any Lien on any Investment in a Subsidiary now directly owned or hereafter directly acquired by the Borrower, except Liens created by the Collateral Documents and Liens described in clause (and i) below. Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Subsidiary will create, without the prior written consent of an Instructing Group, create assume or permit suffer to subsist exist any Encumbrance over all Lien on any other asset now owned or any of its present or future revenues or assets other than an Encumbrancehereafter acquired by it except: (a) 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 Liens created by 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 25.2Collateral Documents; (b) which arises Liens existing on the date of this Agreement that have attached (or that hereafter attach, pursuant to agreements in effect on the date hereof, to assets not owned by operation of Law or by a contract having a similar effect or under Persons subject to such agreements on the date hereof) securing Debt in an escrow arrangement required by a trading counterparty of any 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 Groupaggregate principal amount not exceeding $900,000,000; (c) which is any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary and not created pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred Lien (created pursuant to Clause 25.4 (Financial Indebtedness)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 cost of acquiring, constructing or rebuilding such asset; (e) which arises in respect any Lien on any asset of any right 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 set-offsuch event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) Liens created, netting arrangementassumed or existing on assets associated with real estate development projects or development joint ventures; (h) any Lien arising out of the refinancing, title transfer extension, renewal or title retention arrangements which: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; (i) arises inchoate tax Liens; (j) Liens arising in the ordinary course of trading and/or by operation of Law; its business which (i) do not secure Debt or Derivatives Obligations, (ii) is entered into by do not secure any member of the Bank Group obligation in the normal course of its banking arrangements for the purpose of netting debit an amount exceeding $600,000,000 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 do not in the ordinary course aggregate materially detract from the value of business its material assets or materially impair the use thereof in the operation 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 fullbusiness; (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 company which becomes a member of the 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

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 aggregate principal amount secured thereby may not be increased unless any Encumbrance in respect exceeding $75,000,000 (exclusive of such increased amount would be Liens permitted under another paragraph by clause (h) of this Clause 25.2Section); (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 any Lien existing on any asset of any member corporation at the time such corporation becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring, for constructing or improving such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the purposes acquisition thereof or completion of securing any Alternative Baseball Financing) and any Bridge Finance Documents;the construction or improvement thereto, as the case may be, (d) arising from any Finance Leases, sale Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in respect contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-offthe foregoing clauses of this Section, netting arrangement, title transfer or title retention arrangements which:provided that such Debt is not increased and is not secured by any additional assets; (ig) arises Liens not otherwise permitted by the foregoing clauses of this Section arising in the ordinary course of trading and/or by operation of Law; its business which (i) do not secure Debt, (ii) is entered into by any member of the Bank Group do not secure obligations in an amount exceeding $100,000,000 in the normal course of its banking arrangements for the purpose of netting debit aggregate 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 do not materially impair the use of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into assets subject thereto in the ordinary course operation of the business of the relevant member of the Bank GroupCompany and its Subsidiaries; or (vh) which is a retention Liens not otherwise permitted by the foregoing clauses of title arrangement with respect to customer premises equipment this Section securing Debt or interest rate and currency swaps 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 judgmentan aggregate principal amount, 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 notional principal 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 final exchange amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior time outstanding not 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; andexceed $50,000,000.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)Such Borrower will not create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is an Existing Encumbrance set out in: (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that Liens granted by such Encumbrance is released within 10 Business Days Borrower existing as of the Merger Closing Initial Effective Date; or (ii) Part 1B , securing Indebtedness outstanding on the date of Schedule 10 (Existing Encumbrances) provided that the this Agreement in an aggregate 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 25.2exceeding $100,000,000; (b) which arises by operation the Lien of Law such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Initial Effective Date or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any 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 Groupissued thereafter; (c) which 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 pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance Leases, sale Lien existing on any asset prior to the acquisition thereof by such Borrower and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such acquisition; (e) which arises in respect of any right of set-off, netting arrangement, title transfer Lien on any asset securing Indebtedness incurred 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 assumed for the purpose of netting debit and credit balances on bank accounts of members financing all or any part of the Bank Group operated on a net balance basiscost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (iiif) arises 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 respect of netting connection with such refinancing, extension, renewal or set off arrangements contained in refunding) and is not secured by any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging)additional assets; (ivg) is entered into by any member of the Bank Group on terms 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 no worse than the counterparty’s standard or usual terms accepted accounting principles; (h) statutory Liens of landlords and entered into 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 the relevant member of the Bank Group; or (v) which is a retention of title arrangement such Liens, are promptly instituted and diligently conducted and with respect to customer premises equipment in favour of a supplier (which adequate reserves 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 other appropriate provisions are being diligently pursued maintained 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 accordance with generally accepted accounting principles in respect of such judgment, award, order or tax liabilityprinciples; (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) 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 such Encumbrance was Borrower and (iii) do not created in contemplation 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 acquisition Consolidated Net Assets of such asset Borrower; (p) Liens on the fuel used by a member of the Bank GroupProgress Borrowers in their power generating businesses; and (iiq) 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 Liens on regulatory assets up to the amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the 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; andapproved by state legislatures and/or regulatory orders.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $30,000,000; (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 any Lien existing on any asset of any member corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring or constructing such asset, for provided that such Lien attaches to such asset concurrently with or within 18 months after the purposes acquisition or completion of securing any Alternative Baseball Financing) and any Bridge Finance Documentsconstruction thereof; (d) arising from any Finance Leases, sale Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect of Liens securing Debt owing by 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 Subsidiary to 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 liabilityBorrower; (g) over or affecting any asset acquired by a member Lien arising out of the Bank Group after refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Original Execution Date and subject to which such asset is acquiredforegoing paragraphs of this Section, if: provided that (i) such Encumbrance was Debt is not created in contemplation of the acquisition of such asset secured by a member of the Bank Group; and any additional assets, 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 such Debt secured by any such Lien is not increased at any timeincreased; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior Liens incidental to the date on conduct of its business or the ownership of its assets which such company becomes a member (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the Bank Group, if:use thereof in the operation of its business; (i) such Encumbrance was not created in contemplation of the acquisition of such companyany Lien on Margin Stock; and (j) 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 time outstanding not to exceed 10% of Consolidated Tangible Net Worth. Provided Liens permitted by the foregoing paragraphs (a) through (j) shall at no time secure Debt in an aggregate amount greater than 15% of Consolidated Tangible Net Worth.

Negative Pledge. No Obligor (a) Imperial shall (not, and the Company shall procure that no other member of the Bank Group shall), without the prior written consent of an Instructing Groupwill, create or permit to subsist any Encumbrance over all or Security Interest on any of its present or future revenues or assets other than an Encumbrance:assets. (b) Paragraph (a) which is an Existing Encumbrance set out inabove does not apply to the following Security Interests: (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 lien arising solely by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 Lawlaw; (ii) is entered into by any Security Interest existing on or over the assets of any company at the time it becomes a member of the Bank Group after the date of this Agreement, but only if: (A) the Security Interest (and the indebtedness secured thereby) was not created in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members contemplation of the Bank Group operated on company becoming a net balance basismember of the Group; and (B) the maximum principal amount of the indebtedness secured by the Security Interest is not subsequently increased; (iii) arises in respect of netting any Security Interest existing on 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 over 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 acquireddate of this Agreement, but only if: (iA) such Encumbrance the Security Interest (and the indebtedness secured thereby) was not created in contemplation of the acquisition acquisition; and (B) the maximum principal amount of such the indebtedness secured by the Security Interest is not subsequently increased; (iv) any Security Interest over any fixed asset acquired by a member of the Bank Group after the date of this Agreement as security for, or for indebtedness incurred to finance or refinance (within six months of the acquisition), all or part of the consideration for the acquisition of that fixed asset; (v) any Security Interest arising over accounts with banks and financial institutions as a result of netting and set-off arrangements existing and/or arising from time to time with those banks and financial institutions which have extended or extend cash management facilities to any member of the Group; (vi) any Security Interest over goods purchased by a member of the Group in the ordinary course of its trade arising in favour of the relevant supplier by virtue of the supplier’s retention of title clause and which secures only the purchase price of the goods; (vii) any security granted by a member of the Group (other than an Obligor) in favour of another member of the Group; (viii) any Security Interest over cash or credit balances on any account arising from the customary general business conditions of any credit institution with whom any member of the Group maintains a banking relationship in the ordinary course of its business; and (iiix) 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 any Security Interest (g) or (k) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at other than any time; (h) over or affecting any asset of any company which becomes a member of the 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: Security Interests permitted by paragraphs (i) such Encumbrance was to (viii) above) securing indebtedness not created exceeding in contemplation aggregate £100,000,000 (or equivalent). (c) If any Obligor creates or permits to subsist any Security Interest on any of its assets contrary to paragraph (a) above but subject to paragraph (b) above all the obligations of the acquisition of such company; andObligors under this Agreement shall automatically and immediately be secured upon the same assets, ranking at least pari passu with the other obligations secured on those assets.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)Neither a Credit Party nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is an Existing Encumbrance set out in: (i) Part 1A of Liens existing on the Effective Date and listed on 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 25.25.9 hereto; (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 any Lien existing on any asset of any member Person at the time such Person merges with or becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance LeasesLien on any asset of any Person existing at the time such Person is merged or consolidated with or into a Credit Party or its Subsidiary and not created in contemplation of such event, sale and leaseback arrangements so long as such Lien does not attach to any other asset of such Credit Party or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)its Subsidiaries; (e) which arises any Lien existing on any asset prior to the acquisition thereof by a Credit Party or a Subsidiary and not created in respect contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-offthe foregoing clauses of this Section, netting arrangement, title transfer or title retention arrangements which:provided that the amount of such Debt is not increased and is not secured by any additional assets; (ig) arises Liens arising in the ordinary course of trading and/or by 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 Lawsuch Credit Party or Subsidiary’s business; (iih) is entered into by any member of the Bank Group Liens arising 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 basisconnection with Qualified Securitization Transactions; (iiii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract Liens securing Debt permitted under Clause 25.12 (Limitations on Hedging)Section 5.15(iv) hereof; (ivj) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard Liens incurred or usual terms and entered into deposits or pledges made 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 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 acquisition foregoing in connection with any contract or statute (exclusive of such asset by a member obligations for the payment of the Bank Groupborrowed money), or (iii) to cover anticipated costs of future redemptions of awards under loyalty marketing programs; and (iik) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, foregoing clauses of this Section 5.9 securing Debt in an aggregate principal or is assumed by, the relevant acquiring member face amount at any date not to exceed 20% of Consolidated Net Worth of the Bank GroupBorrower. In each case set forth above, is Financial Indebtedness which at notwithstanding any stated limitation on the assets that may be subject to such Lien, a Lien on a specified asset or group or type of assets may include Liens on all times falls within paragraph (g) or (k) of Clause 25.4 (Financial Indebtedness) improvements, additions and the amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the 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; andaccessions thereto and all products and proceeds thereof.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Parent nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $10,000,000; (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 any Lien existing on any asset of any member corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring or constructing such asset, for provided that such Lien attaches to such asset concurrently with or within 18 months after the purposes acquisition or completion of securing any Alternative Baseball Financing) and any Bridge Finance Documentsconstruction thereof; (d) arising from any Finance Leases, sale Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Parent or a Consolidated Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Parent or a Consolidated Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect of Liens securing Debt owing by any judgment, award Subsidiary to any Borrower 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 liabilityGuarantor; (g) over or affecting any asset acquired by a member Lien arising out of the Bank Group after refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Original Execution Date and subject to which such asset is acquiredforegoing clauses of this Section, if: provided that (i) such Encumbrance was Debt is not created in contemplation of the acquisition of such asset secured by a member of the Bank Group; and any additional assets, 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 such Debt secured by any such Lien is not increased at any timeincreased; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior Liens incidental to the date on conduct of its business or the ownership of its assets which such company becomes a member (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the Bank Group, if:use thereof in the operation of its business; (i) such Encumbrance was not created in contemplation of the acquisition of such companyany Lien on Margin Stock; and (j) Liens 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, together with the amount of Debt secured by Liens permitted by the foregoing paragraphs (a) through (i), does not exceed 10% of Consolidated Total Assets.

Negative Pledge. No Obligor shall Neither the Borrower nor any Significant Subsidiary (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbrancea Real Estate Subsidiary) will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement; (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 any Lien existing on any asset of any member corporation at the time such corporation becomes a Significant Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches to such asset concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance Leases, sale Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding of any judgment, award or order or Debt secured by any tax liability for which an appeal or proceedings for review are being diligently pursued in good faithLien permitted by any of the foregoing clauses of this Section, 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 liabilityDebt is not increased and is not secured by any additional assets; (g) over or affecting any asset acquired by a member of the Bank Group after the Original Execution Date and subject to Liens which such asset is acquired, if: (i) such Encumbrance was do not created secure Debt, (ii) do not secure any obligation in contemplation 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 acquisition use thereof in the operation of such asset by a member of the Bank Groupits business; and (iih) Liens securing Debt, which Liens are not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness offoregoing clauses of this Section; provided, or is assumed by, that in no event shall 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; Liens permitted by this clause (h) over or affecting any asset secure Debt in an aggregate principal amount exceeding 15% of any company which becomes a member of the 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; andAdjusted Consolidated Net Worth.

Negative Pledge. No Obligor shall (and the Company shall procure that no member The Borrower will not, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Bank Group shall), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all Borrower or any of its present Subsidiaries, whether now owned or future revenues or assets other than an Encumbrance: (a) which is an Existing Encumbrance set out inhereafter acquired, except: (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days Liens created for the benefit 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 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 LawLenders; (ii) is entered into by any member Liens existing on the date 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 basisthis Agreement; (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)Permitted Encumbrances; (iv) is entered into Liens on property 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 of the Borrower after the date of this Agreement, provided that such Liens are in existence at the time such Person becomes a Subsidiary of the Borrower and were not created in anticipation thereof; (v) Liens upon real and/or tangible personal property acquired after the date hereof (by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the 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 Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any member such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Bank Group 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 terms which 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 generally no worse than being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations, (ix) in addition to the counterparty’s standard or usual terms and entered into 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 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 Borrower and 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 faithSubsidiaries, provided that the affected member aggregate amount of the Bank Group Indebtedness secured by Liens pursuant to this clause (ix) 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 liabilitynot at any time exceed $250,000; (gx) over any extension, renewal or affecting replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any asset acquired by additional Indebtedness or property (other than a member substitution of the Bank Group after the Original Execution Date and subject to which such asset is acquiredlike property), if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the Bank Group; and (iixi) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member additional Liens upon real and/or personal property of the Bank GroupBorrower or such Subsidiary created after the date hereof so long as Unsecured Debt (as defined below) shall not, 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; , exceed Eligible Assets (h) over or affecting any asset as defined below). For the purposes of any company which becomes a member of the 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; andSection 5.02(a)(xi):

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Significant Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement; (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 any Lien existing on any asset of any member Person at the time such Person becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches to such asset concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance Leases, sale 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 leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in respect contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-offthe foregoing clauses of this Section, netting arrangement, title transfer or title retention arrangements which:provided that such Debt is not increased and is not secured by any additional assets; (ig) arises Liens arising in the ordinary course of trading and/or by operation 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 Law; 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 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) is entered into by any member do not in the aggregate materially detract from the value or materially impair the use 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 assets of the Bank Group operated on Borrower and its Subsidiaries, taken as 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 timewhole; (h) over or affecting any asset Liens securing Derivatives Obligations, provided that the aggregate amount of any company which becomes a member of the Bank Group after the Original Execution Date, where assets subject to such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if:Liens may at no time exceed $300,000,000; and (i) such Encumbrance was Liens not created otherwise permitted by the foregoing clauses of this Section securing obligations (whether or not constituting Debt) in contemplation an aggregate principal or face amount at any date not to exceed 25% of the acquisition of such company; andConsolidated Total Assets.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member Borrower nor any Subsidiary of the Bank Group shall)Borrower will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens created under 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 25.2Financing Documents; (b) Liens existing on the Effective Date securing Debt outstanding on the Effective Date; (c) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; provided that such Lien shall not attach to any asset held by the Borrower or any Subsidiary of the Borrower immediately prior to such merger or consolidation; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary of the Borrower and not created in 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 or clause (o) of this Section; provided that such Debt is not increased and is not secured by any additional assets (other than, in the case of Debt permitted under Section 5.07(b)(vii), Liens on assets of any Subsidiary permitted under such Section 5.07(b)(vii) and Section 5.16(b) to be obligated on such Debt); (h) Liens arising in the ordinary course of its business which arises by do not secure obligations in an aggregate amount in excess of $25,000,000 and do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of Law its business; (i) Liens in connection with worker’s compensation, social security obligations, taxes, assessments, statutory obligations or by other similar charges, good faith deposits in connection with tenders, contracts or leases to which the Borrower or any of its Subsidiaries is a contract having a similar effect party or under an escrow arrangement other deposits required by a trading counterparty of any member of the Bank Group and to be made in each case arising or entered into the ordinary course of business of and not in connection with borrowing money or obtaining advances or credit; provided in each case that the relevant member of the Bank Group; (c) which is created pursuant to any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documents; (d) arising from any Finance Leases, sale and leaseback arrangements obligation 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) liability arises in the ordinary course of trading and/or business and if overdue is being contested in good faith by operation of Lawappropriate proceedings; (iij) 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 inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’, carriers’, warehousemen’s, 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 like Liens arising in the ordinary course of business of the relevant member of the Bank Group; orBorrower or its Subsidiaries; (vk) which is a retention of title arrangement with respect to customer premises equipment real property, easements, rights of way, reservations and other minor defects or irregularities in favour of a supplier (title which do not materially impair the use thereof for the purposes for which it is held by the Borrower 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 fullSubsidiaries; (fl) which arises Liens securing any future interest or dividends payable in respect of any judgmentDebt permitted to be issued under Section 5.07 for one six month period with respect to such Debt on cash or Temporary Cash Investments which constituted a portion of the cash proceeds to the Borrower or a Subsidiary of the Borrower from the issuance of such Debt; (m) Liens on cash and Temporary Cash Investments securing Derivatives Obligations of the Subsidiaries; (n) Liens on cash and Temporary Cash Investments that secure contingent obligations to reimburse any bank or other Person for amounts paid under Guarantees, award surety or order performance bond or similar instrument that supports obligations to make Investments in Subsidiaries permitted to be made under Section 5.16; (o) Liens constituting or securing Debt of Subsidiaries (other than Subsidiary Guarantors) permitted by Section 5.07(b)(ii), (vi), (vii) or (viii) or utility obligations or other customer, supplier or contractor obligations associated with AES Businesses that are limited to the assets and revenues of the related AES Businesses and the Capital Stock or other assets (including contract rights) of Subsidiaries of the Borrower having a direct or indirect interest in such AES Businesses and, in the case of any tax liability for which Cameroon Business, the assets and revenues of any other Cameroon Business and the Capital Stock (other than Capital Stock that has been pledged to the Secured Holders pursuant to the Collateral Documents) or other assets (including contract rights) of Subsidiaries of the Borrower (other than Subsidiary Guarantors) having a direct or indirect interest in any Cameroon Business; (p) Liens on the Creditor Group Collateral securing the Debt of the Borrower or obligations of the Borrower under Hedge Agreements; provided that Liens on the Creditor Group Collateral securing First Priority Secured Debt of the Borrower shall only secure First Priority Secured Debt up to an appeal aggregate principal amount not to exceed $1,750,000,000 (less the aggregate amount of mandatory prepayments of Term Loans and mandatory reductions of Revolving Credit Loan Commitments resulting from the application of Net Cash Proceeds from IPALCO Asset Sales); (q) Liens securing Debt permitted by Section 5.07(a)(viii) or proceedings for review are being diligently pursued in good faithSection 5.07(b)(iv), provided that such Debt is secured solely by the affected member asset that is the subject of the Bank Group shall have proposed sale, transfer or will establish other disposition related to such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liabilityDebt; (gr) over Liens on the assets of, or affecting Investments in, any asset acquired by a member Excluded AES Entity securing Debt or other obligations of any Excluded AES Entity permitted to be incurred hereunder; (s) Liens on cash set aside at the time of the Bank Group after issuance of Debt permitted to be incurred pursuant to Section 5.07 or Temporary Cash Investments purchased with such cash, in either case to the Original Execution Date extent that such cash or Temporary Cash Investments pre-fund the repayment or redemption of such Debt and subject are held in a third party escrow account with an escrow agent on terms and conditions reasonably satisfactory to which the Agent to be applied for such asset is acquired, if:purpose; (i) such Encumbrance was Liens on cash and Temporary Cash Investments that secure letters of credit up to an aggregate principal amount not created in contemplation to exceed $300,000,000 and (ii) Liens on rights under agreements relating to the sale of Equity Interests of the acquisition Borrower (and any ancillary agreements) that secure letters of credit; provided that at the time such asset by a member Lien is created, no Default or Event of the Bank GroupDefault has occurred or is continuing; and (iiu) 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 Liens existing on any asset of any company which becomes a member Subsidiary of the Bank Group after Borrower at the Original Execution Date, where time such Encumbrance is created prior Subsidiary ceased to the date on which be an “Excluded AES Entity” hereunder that were permitted pursuant to Section 5.10(r) when such company becomes a member of the Bank Group, if: (i) such Encumbrance Subsidiary was not created in contemplation of the acquisition of such company; andan “Excluded AES Entity”.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $25,000,000; (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 any Lien existing on any asset of any member corporation at the time such corporation becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch 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 such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (d) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which is created (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (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 in respect of letters of credit issued pursuant to any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Related 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 (iij) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, foregoing clauses of this Section securing Debt in an aggregate principal 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 face amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset date not to exceed 10% of any company which becomes a member of the 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; andConsolidated Tangible Net Worth.

Negative Pledge. No Obligor shall (KPP will not, and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create or will not permit to subsist any Encumbrance over all or any of its present Subsidiaries to, create, incur, assume or future revenues suffer to exist any Lien on any of its assets or assets other than an Encumbranceproperty now owned or hereafter acquired, except: (a) which is an Existing Encumbrance set out in: (i) Part 1A of Schedule 10 (Existing Permitted 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 any Liens on any property or asset of Law KPP or by a contract having a similar effect any Subsidiary of KPP existing on the date hereof set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or under an escrow arrangement required by a trading counterparty asset of KPP or any 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 Groupsuch Subsidiary; (c) which is created pursuant 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 Capital Lease Obligations); provided, that (i) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (ii) such Lien does not extend to any other asset; and (iii) the Indebtedness secured thereby does not exceed the cost of the Finance Documents (includingacquiring, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsconstructing or improving such fixed or capital assets; (d) arising from any Finance LeasesLien (i) existing on any asset of any Person at the time such Person becomes a Subsidiary of KPP, sale (ii) existing on any asset of any Person at the time such Person is merged with or into KPP or any Subsidiary of KPP or (iii) existing on any asset prior to the acquisition thereof by KPP or any Subsidiary of KPP; provided, that any such Lien was not created in the contemplation of any of the foregoing and leaseback arrangements any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness);the date of such merger or the date of such acquisition; and (e) which arises in respect extensions, renewals, or replacements of any right Lien referred to in subsections (a) through (d) of set-offthis Section; provided, netting arrangement, title transfer or title retention arrangements which: (i) arises in that the ordinary course of trading and/or by operation of Law; (ii) is entered into by any member principal amount 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 and that any time; (h) over such extension, renewal or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance replacement is created prior limited 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; andassets originally encumbered thereby.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create Borrower will not pledge or permit otherwise subject to subsist any Encumbrance over all or Lien any of its present or future revenues property or assets to secure any Indebtedness unless the Loan and the Obligations of Borrower under this Agreement are secured by such Lien equally and ratably with all other than an Encumbranceobligations secured thereby so long as such other obligations shall be so secured; provided, however, that such covenant will not apply to: (a) which is an Existing Encumbrance set out in: (i) Part 1A the pledge of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days any assets of Borrower to secure any financing by Borrower of the Merger Closing Date; or (ii) Part 1B exporting of Schedule 10 (Existing Encumbrances) provided that goods to or between, or the principal amount secured thereby may not be increased unless any Encumbrance marketing thereof in, jurisdictions other than the United States in respect connection with which Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a Lien, cash, securities or receivables, for the purpose of such increased amount would be permitted under another paragraph securing banking accommodations or as the basis for the issuance of this Clause 25.2bankers’ acceptances or in aid of other similar borrowing arrangements; (b) which arises by operation any deposit of Law assets of Borrower in favor of any governmental bodies to secure progress, advance or by other payments under a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any 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 Groupstatute; (c) which is created pursuant any Lien or charge on any property of Borrower, tangible or intangible, real or personal, existing at the time of acquisition or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the Finance Documents (includingpurchase or construction price thereof or to secure any indebtedness incurred prior to, at the time of, or within one year after, the acquisition or completion of construction thereof for the purposes purpose of securing financing all or any Alternative Baseball Financing) and any Bridge Finance Documentspart of the purchase or construction price thereof; (d) arising from any Finance Leases, sale and leaseback arrangements bankers’ liens or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)rights of offset; (e) which arises in respect any Lien securing the performance of any right contract or undertaking not directly or indirectly in connection with the borrowing of set-offmoney, netting arrangementobtaining of advances or credit or the securing of debt, title transfer or title retention arrangements which: (i) arises if made and continuing in the ordinary course of trading and/or by operation of Lawbusiness; (iif) is any Lien existing as of the date of this Agreement; (g) any Lien comprising a netting, set-off or cash-pooling arrangement entered into by any member of the Bank Group Borrower in the normal ordinary 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 basisbalances; (iiih) arises any Lien arising by virtue of any payment or close out netting or set-off arrangement pursuant to any Swap Contract entered into by Borrower but excluding any Lien under a credit support arrangement; (i) any Lien arising by operation of law and in the ordinary course of business; (j) any Lien on an asset, or an asset of any person, acquired by Borrower after the date of this Agreement but only for a period of six (6) months from the date of acquisition and to the extent that the principal amount secured by that Lien has not been incurred or increased in contemplation of, or since, the acquisition; (k) any Lien arising under any retention of title, hire purchase or conditional sale arrangement or arrangement having similar effect in respect of netting or set off arrangements contained goods supplied to Borrower in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations the ordinary course of trading and on Hedging); (iv) is entered into by any member of the Bank Group on terms which are generally no worse than the counterpartysupplier’s standard or usual terms and not arising as a result of any default or omission by Borrower; (l) any Lien over goods or documents of title arising in the ordinary course of letter of credit transactions entered into in the ordinary course of business trade; (m) any Lien provided with the prior consent of Lender; (n) any Lien securing indebtedness the relevant member principal amount of which (when aggregated with the Bank Groupprincipal amount of any other indebtedness which has the benefit of any Lien given by Borrower other than any Lien permitted under the preceding sub-paragraphs) does not exceed RMB 700,000,000 (or its equivalent in another currency or currencies); or (vo) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier any extension, renewal or replacement (or its Affiliatesuccessive extensions, renewals or replacements); 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 whole or in full; (f) which arises in respect part, of any judgmentLien, award charge or order or any tax liability for which an appeal or proceedings for review are being diligently pursued pledge referred to in good faiththe foregoing clauses (a) to (n), provided inclusive, of this Section 6.4; provided, however, 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 any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created immediately prior to the date on which time of such company becomes extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or a member part of the Bank Groupproperty which secured the charge or lien so extended, if: renewed or replaced (i) plus improvements on such Encumbrance was not created in contemplation of the acquisition of such company; andproperty).

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)The Borrower will not create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens granted by the Borrower existing as of the Merger Closing Effective Date; or (ii) Part 1B , securing Indebtedness outstanding on the date of Schedule 10 (Existing Encumbrances) provided that the this Agreement in an aggregate 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 25.2exceeding $100,000,000; (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 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[reserved]; (c) which 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 pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance Leases, sale Lien existing on any asset prior to the acquisition thereof by the Borrower and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such acquisition; (e) which arises in respect of any right of set-off, netting arrangement, title transfer Lien on any asset securing Indebtedness incurred 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 assumed for the purpose of netting debit and credit balances on bank accounts of members financing all or any part of the Bank Group operated on a net balance basiscost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (iiif) arises 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 respect of netting connection with such refinancing, extension, renewal or set off arrangements contained in refunding) and is not secured by any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging)additional assets; (ivg) is entered into by any member of the Bank Group on terms 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 no worse than the counterparty’s standard or usual terms accepted accounting principles; (h) statutory Liens of landlords and entered into 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 the relevant member of the Bank Group; or (v) which is a retention of title arrangement such Liens, are promptly instituted and diligently conducted and with respect to customer premises equipment in favour of a supplier (which adequate reserves 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 other appropriate provisions are being diligently pursued maintained 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 accordance with generally accepted accounting principles in respect of such judgment, award, order or tax liabilityprinciples; (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) 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 Encumbrance was 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 created in contemplation otherwise permitted by the foregoing clauses of this Section on assets of the acquisition of such asset by a member Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the Bank GroupConsolidated Net Assets of the Borrower; (p) [reserved]; and (iiq) 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 Liens on regulatory assets up to the amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the 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; andapproved by state legislatures and/or regulatory orders.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)The Borrower will not create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens granted by the Borrower existing as of the Merger Closing Effective Date; or (ii) Part 1B , securing Indebtedness outstanding on the date of Schedule 10 (Existing Encumbrances) provided that the this Agreement in an aggregate 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 25.2exceeding $100,000,000; (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 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[Reserved]; (c) which 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 pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance Leases, sale Lien existing on any asset prior to the acquisition thereof by the Borrower and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such acquisition; (e) which arises in respect of any right of set-off, netting arrangement, title transfer Lien on any asset securing Indebtedness incurred 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 assumed for the purpose of netting debit and credit balances on bank accounts of members financing all or any part of the Bank Group operated on a net balance basiscost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (iiif) arises 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 respect of netting connection with such refinancing, extension, renewal or set off arrangements contained in refunding) and is not secured by any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging)additional assets; (ivg) is entered into by any member of the Bank Group on terms 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 no worse than the counterparty’s standard or usual terms accepted accounting principles; (h) statutory Liens of landlords and entered into 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 the relevant member of the Bank Group; or (v) which is a retention of title arrangement such Liens, are promptly instituted and diligently conducted and with respect to customer premises equipment in favour of a supplier (which adequate reserves 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 other appropriate provisions are being diligently pursued maintained 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 accordance with generally accepted accounting principles in respect of such judgment, award, order or tax liabilityprinciples; (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) 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 Encumbrance was 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 created in contemplation otherwise permitted by the foregoing clauses of this Section on assets of the acquisition of such asset by a member Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the Bank GroupConsolidated Net Assets of the Borrower; (p) [Reserved]; and (iiq) 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 Liens on regulatory assets up to the amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the 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; andapproved by state legislatures and/or regulatory orders.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 any Lien existing on any asset on the Merger Closing Effective Date securing Debt outstanding on the Effective 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 any Lien existing on any asset of, or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any 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 Finance Documents (includingcapital stock of, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 ownership interest in, any Person (Limitations on Hedging); (ivsuch capital stock and other ownership interests are collectively referred to herein as "Stock") is entered into by any member of at the Bank Group on terms time such Person becomes a Subsidiary, 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 Lien was not created in contemplation of such event; (c) any Lien on any asset securing the acquisition payment of all or part of the purchase price of such asset upon the acquisition thereof by the Borrower or a member 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 property) or the commencement 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 Bank Groupcost of acquiring such asset or, in the case of real property, construction or improvements thereon; and (ii) provided, that in the Financial Indebtedness secured thereby is Financial Indebtedness ofcase of any such acquisition, construction or is assumed byimprovement, the relevant acquiring member of Lien shall not apply to any asset theretofore owned by the Bank GroupBorrower or a Subsidiary, is Financial Indebtedness which at all times falls within paragraph (g) other than assets so acquired, constructed or (k) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any timeimproved; (hd) over or affecting any Lien existing on any asset or Stock of any company Person at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary which becomes a member of the 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 Lien was not created in contemplation of such event; (e) any Lien existing on any asset or Stock of any Person at the time of acquisition thereof by the Borrower or a Subsidiary, which Lien was not created in contemplation of such company; andacquisition; (f) any Lien arising out of the Refinancing of any Debt secured by any Lien permitted by any of the subsections (a) through (e) of this Section 5.11, provided the principal amount of

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $100,000,000; (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 any Lien existing on any asset of any member corporation at the time such corporation becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches to such asset concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance Leases, sale Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in respect contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-offthe foregoing clauses or clause (j) below of this Section, netting arrangement, title transfer or title retention arrangements which:provided that such Debt is not increased and is not secured by any additional assets; (ig) arises Liens arising in the ordinary course of trading and/or by operation of Law; its business (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 including Liens arising in the ordinary course of business of the relevant member of the Bank Group; or (vits insurance business) 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 do not created in contemplation of the acquisition of such asset by a member of the Bank Group; and secure Debt or Derivatives Obligations, (ii) do not secure any obligation (except obligations arising in the Financial Indebtedness secured thereby is Financial Indebtedness of, ordinary course of its insurance business) in an amount exceeding $75,000,000 and (iii) do not in the aggregate materially detract from or is assumed by, impair the relevant acquiring member use or value of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) asset or (k) assets subject thereto in the operation of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any timeits business; (h) over or affecting any asset Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of any company which becomes a member of the Bank Group after the Original Execution Date, where cash and cash equivalents subject to such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if:Liens may at no time exceed $25,000,000; (i) such Encumbrance was not created in contemplation Liens securing obligations (1) of the acquisition 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 Subsidiary is the lender of securities), as long as, in either case, 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 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 Subsidiary from time to time of not more than $60,000,000; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any date not to exceed 7.5% of Adjusted Consolidated Tangible Net Worth.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien securing Debt on any asset now owned or hereafter acquired by it, create or permit assign any right to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbrance: (a) which is an Existing Encumbrance set out inreceive income, except: (i) Part 1A Liens existing on the date of this Agreement and disclosed on 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) 5.08 attached hereto and any renewals or extensions thereof, provided that the principal amount secured property covered thereby may is 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 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 Lawchanged; (ii) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary or is entered merged into by or consolidated with an Borrower or a Subsidiary; provided that (i) such Lien is not created in contemplation of such event, (ii) such Lien shall not apply to any member other property or asset of the Bank Group in the normal course Borrower or any of its banking arrangements for Subsidiaries, and (iii) such Lien shall secure only those obligations which it secures on the purpose date of netting debit and credit balances on bank accounts of members of such acquisition or the Bank Group operated on date such Person becomes a net balance basisSubsidiary, as the case may be; (iii) arises in respect any Lien on any asset securing Debt incurred or assumed for the purpose of netting financing all or set off arrangements contained in any Hedging Agreement 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 construction thereof and (ii) such Lien shall not apply to any other contract permitted under Clause 25.12 (Limitations on Hedging)property or asset of the Borrower or any of its Subsidiaries; (iv) is entered into any Lien existing on any asset prior to the acquisition thereof by any member the Borrower or a Subsidiary and not created primarily in contemplation 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; orsuch acquisition; (v) which 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 a retention not increased and is not secured by any additional assets; (vi) Liens securing judgments for the payment of title arrangement money not constituting an Event of Default under Section 6.01(j); (vii) any Lien on or with respect to customer premises equipment in favour the property or assets of a supplier (any Subsidiary securing obligations owing to the Borrower 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 fullanother Subsidiary; (fviii) which arises rights of offset and bankers’ liens 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 Groupconnection with Debt permitted hereby; and (iiix) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member foregoing clauses of the Bank Group, is Financial Indebtedness which this Section 5.08 securing Debt in an aggregate principal amount at all times falls within paragraph any time outstanding not to exceed ten percent (g) or (k10%) 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 company which becomes a member of the 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; andConsolidated Tangible Net Worth.

Negative Pledge. No Obligor shall (The Guarantor will not, and the Company shall procure that no member of the Bank Group shall)will not permit any Subsidiary to, without the prior written consent of an Instructing Groupcreate, create assume or permit suffer to subsist exist any Encumbrance over all Lien on any asset now owned or any of its present or future revenues or assets other than an Encumbrancehereafter acquired by it, except: (a) which is an Existing Encumbrance set out in: (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that any Lien existing on any asset on the date hereof securing Debt outstanding on 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 25.2date; (b) any Lien existing on any 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 arises by operation Lien was not created in contemplation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any 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 Groupsuch 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 Guarantor or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the Guarantor or a Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing property) or the commencement of full operation of such asset or property, whichever is later), which Debt is created pursuant 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 of asset theretofore owned by the Finance Documents (includingGuarantor or a Subsidiary, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsother than assets so acquired, constructed or improved; (d) arising from any Finance Leases, sale and leaseback arrangements Lien existing on any asset or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)Stock of any Person at the time such Person is merged or consolidated with or into the Guarantor or a Subsidiary which Lien was not created in contemplation of such event; (e) which arises in respect any Lien existing on any asset or Stock of any right Person at the time of setacquisition thereof by the Guarantor or a Subsidiary, which Lien was not created in contemplation of such acquisition; (f) any Lien arising out of the refinancing of any Debt secured by any Lien permitted by any of the subsections (a) through (e) of this Section 5.10, PROVIDED the principal amount of Debt is not increased and is not secured by any additional assets, except as provided in the last sentence of this Section 5.10; (g) any Lien to secure Debt of a Subsidiary to the Guarantor or to a Wholly-off, netting arrangement, title transfer or title retention arrangements which:Owned Consolidated Subsidiary; (h) any Lien created pursuant to a Permitted Receivables Transaction; (i) arises any Lien in favor of any country (or any department, agency, instrumentality or political subdivision of any country) securing obligations arising in connection with partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or securing obligations incurred for the purpose of financing all or any part of the purchase price (including the cost of installation thereof or, in the case of real property, the cost of construction or improvement or installation of personal property thereon) of the asset subject to such Lien (including, but not limited to, any Lien incurred in connection with pollution control, industrial revenue or similar financings); (j) Liens arising in the ordinary course of trading and/or by operation of Law; its business which (i) do not secure Debt, (ii) is entered into by do not secure any member of the Bank Group single obligation in the normal course of its banking arrangements for the purpose of netting debit an amount exceeding $50,000,000 and credit balances on bank accounts of members of the Bank Group operated on a net balance basis; (iii) arises do not in respect the aggregate materially detract from the value of netting its assets or set off arrangements contained materially impair the use thereof in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging);the operation of its business; and (ivk) Liens not otherwise permitted by the foregoing clauses (a) through (j) of this Section 5.10 securing Debt (without duplication) in an aggregate principal amount at any time outstanding not to exceed an amount equal to the greater of (i) $300,000,000 or (ii) 3% of Consolidated Tangible Assets. It is entered into understood that any Lien permitted to exist on any asset pursuant to the foregoing provisions of this Section 5.10 may attach to the proceeds of such asset and, with respect to Liens permitted pursuant to subsections (a), (b), (d), (e), (f) (but only with respect to the refinancing of a Debt secured by any member a Lien permitted pursuant to subsections (a), (b), (d) or (e)) or (g) of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into this Section 5.10, may attach to an asset acquired in the ordinary course of business of the relevant member of the Bank Group; or (v) which is as 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 replacement 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 company which becomes a member of the 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; andformer asset.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Restricted Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement; (b) which arises Liens securing Debt of a Restricted Subsidiary owing to the Borrower or to another Restricted Subsidiary; (c) any Lien existing on any asset of any person at the time such person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset (and/or, in the case of the acquisition of a business, any Lien on the equity and/or assets of the acquired entity), provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (e) any Lien on any asset of any person existing at the time such person is merged or consolidated with or into the Borrower or a Restricted Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by operation the Borrower or a Subsidiary and not created in contemplation of Law 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 contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Bank Group and Governmental Authority; (i) Liens incurred in each case arising or entered into the ordinary course of business not securing Debt that do not impair in any material respect the usefulness in the business of the relevant member Borrower and its Restricted Subsidiaries of the Bank Groupassets to which such Liens attach; (cj) which is created pursuant to any of the Finance Documents (includingcarriers’, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documents; (d) warehousemen’s, mechanics’, materialmen’s, suppliers’ or other similar Liens, in each case 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 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 Lawlaw 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; (iim) is 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 member of the Bank Group its Restricted Subsidiaries in the normal ordinary 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 basisbusiness; (iiit) arises in respect Liens that are contractual rights of netting or set set-off arrangements contained in any Hedging Agreement (i) relating to the establishment of depositary relations with banks or other contract permitted under Clause 25.12 financial institutions not given in connection with the issuance of Debt, (Limitations on Hedging); (ivii) is entered into by any member relating to pooled deposit or sweep accounts of the Bank Group on terms which are generally no worse than the counterparty’s standard Borrower or usual terms and entered into any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the relevant member 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 Bank Group; orBorrower 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) which is a retention Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of title arrangement with respect cash and cash equivalents subject to customer premises equipment in favour of a supplier such Liens may at no time exceed $100,000,000; (or its Affiliate)w) Liens securing Debt equally and ratably securing the Loans and such Debt; provided that the title 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 other obligation of the Borrower or any of its Subsidiaries, other than an obligation that is only retained subordinated to individual items of customer premises equipment in respect of which the purchase price has not been paid in fullLoans; (fx) which arises Liens securing contingent obligations 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 liabilityaggregate principal amount not to exceed $50,000,000; (gy) over Liens not otherwise permitted by the foregoing clauses of this Section securing obligations in an aggregate principal or affecting face amount at any asset acquired by a member date not to exceed at the time of incurrence the Bank Group after the Original Execution Date greater of 12.5% of Consolidated Net Worth 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$800,000,000; and (iiz) Liens on accounts receivable and related assets securing obligations under the Financial Indebtedness secured thereby is Financial Indebtedness Borrower’s Securitization Facility in an aggregate amount not to exceed $500,000,000. For the avoidance of doubt, the creation of a security interest arising solely as a result of, or is assumed bythe filing of UCC financing statements in connection with, any sale by the relevant acquiring member Borrower or any of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) or (k) its Subsidiaries of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is accounts receivable not increased at any time; (h) over or affecting any asset of any company which becomes prohibited by Section 5.07 shall not constitute a member of the 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; andLien prohibited by this covenant.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all or Borrower nor any of its present Subsidiaries will create, assume or future revenues suffer to exist any Lien on any asset now owned or assets other than an Encumbrancehereafter acquired by it, except: (a) which is Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $5,000,000; (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 any Lien existing on any asset of any member Person at the time such Person becomes a Consolidated Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring or constructing such asset, for provided that such Lien attaches to such asset concurrently with or within 18 months after the purposes acquisition or completion of securing any Alternative Baseball Financing) and any Bridge Finance Documentsconstruction thereof; (d) arising from any Finance Leases, sale Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect of Liens securing Debt owing by 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 Subsidiary to 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 liabilityBorrower; (g) over or affecting any asset acquired by a member Lien arising out of the Bank Group after refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Original Execution Date and subject to which such asset is acquiredforegoing paragraphs of this Section, if: provided that (i) such Encumbrance was Debt is not created in contemplation of the acquisition of such asset secured by a member of the Bank Group; and any additional assets, 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 such Debt secured by any such Lien is not increased at any timeincreased; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior Liens incidental to the date on conduct of its business or the ownership of its assets which such company becomes a member (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the Bank Group, if:use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Liens in connection with an Asset Securitization permitted under Section 5.10; (k) Liens involuntarily imposed and being contested in good faith, subject to the Borrower or such Encumbrance was not created in contemplation Subsidiary having established reasonable reserves therefor to the extent required under GAAP; (l) Liens against the assets of Aladdin (formerly owned by Galaxy) under the Catoosa Co. IRB solely to the extent existing as of the acquisition of such companydate hereof; and (m) Liens against the assets of Aladdin (formerly owned by Image Industries, Inc.) under the Summerville City IRB solely to the extent existing as of the date of the Image Acquisition. provided that Liens permitted by the foregoing paragraphs (a) through (i) shall at no time secure Debt in an aggregate amount exceeding the greater of (x) $90,000,000 or (y) 15% of Consolidated Net Worth.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)Neither Franklin Electric nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date of this Agreement securing Indebtedness outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $0; (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 any Lien existing on any asset of any member corporation or other Person at the time such corporation or other Person becomes a Consolidated Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring or constructing such asset, for provided that such Lien attaches to such asset concurrently with or within 18 months after the purposes acquisition or completion of securing any Alternative Baseball Financing) and any Bridge Finance Documentsconstruction thereof; (d) arising from any Finance Leases, sale Lien on any asset of any corporation or other Person existing at the time such corporation or other Person is merged or consolidated with or into Franklin Electric or a Consolidated Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by Franklin Electric or a Consolidated Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect of Liens securing Indebtedness owing by any judgment, award Subsidiary to Franklin Electric 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 liabilityanother Subsidiary; (g) over or affecting any asset acquired by a member Lien arising out of the Bank Group after refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the Original Execution Date and subject to which such asset is acquiredforegoing clauses of this Section, if: provided that (i) such Encumbrance was Indebtedness is not created in contemplation of the acquisition of such asset secured by a member of the Bank Group; and any additional assets, and (ii) the Financial amount of such 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 by any such Lien is not increased at any timeincreased; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior Liens incidental to the date on conduct of its business or the ownership of its assets which such company becomes a member (i) do not secure Indebtedness and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the Bank Group, if:use thereof in the operation of its business; (i) such Encumbrance was not created in contemplation of the acquisition of such companyany Lien on Margin Stock; and (j) Liens not otherwise permitted by the foregoing clauses of this Section securing Indebtedness (other than indebtedness represented by the Notes) in an aggregate principal amount at any time outstanding not to exceed 15% of Consolidated Tangible Net Worth.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)Borrower nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien securing Debt on any asset now owned or hereafter acquired by it, create or permit assign any right to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbrance: (a) which is an Existing Encumbrance set out inreceive income, except: (i) Part 1A Liens existing on the date of this Agreement and disclosed on 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) 5.08 attached hereto and any renewals or extensions thereof, provided that the principal amount secured property covered thereby may is 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 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 Lawchanged; (ii) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary or is entered merged into by or consolidated with an Borrower or a Subsidiary; provided that (i) such Lien is not created in contemplation of such event, (ii) such Lien shall not apply to any member other property or asset of the Bank Group in the normal course Borrower or any of its banking arrangements for Subsidiaries, and (iii) such Lien shall secure only those obligations which it secures on the purpose date of netting debit and credit balances on bank accounts of members of such acquisition or the Bank Group operated on date such Person becomes a net balance basisSubsidiary, as the case may be; (iii) arises in respect any Lien on any asset securing Debt incurred or assumed for the purpose of netting financing all or set off arrangements contained in any Hedging Agreement 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 construction thereof and (ii) such Lien shall not apply to any other contract permitted under Clause 25.12 (Limitations on Hedging)property or asset of the Borrower or any of its Subsidiaries; (iv) is entered into any Lien existing on any asset prior to the acquisition thereof by any member the Borrower or a Subsidiary and not created primarily in contemplation 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; orsuch acquisition; (v) which 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 a retention not increased and is not secured by any additional assets; (vi) Liens securing judgments for the payment of title arrangement money not constituting an Event of Default under Section 6.01(j); (vii) any Lien on or with respect to customer premises equipment in favour the property or assets of a supplier (any Subsidiary securing obligations owing to the Borrower 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 fullanother Subsidiary; (fviii) which arises rights of offset and bankers’ liens 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 Groupconnection with Debt permitted hereby; and (iiix) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member foregoing clauses of the Bank Group, is Financial Indebtedness which this Section 5.08 securing Debt in an aggregate principal amount at all times falls within paragraph any time outstanding not to exceed ten percent (g) or (k10%) 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 company which becomes a member of the 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; andConsolidated Tangible Net Worth.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (aA) which is Liens existing on June 30, 2004 and continuing to exist on the Closing Date securing Debt outstanding on June 30, 2004 and continuing to exist on the Closing Date in 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 aggregate 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 25.2exceeding $50,000,000; (bB) which arises by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty any Lien existing on any asset of any member of entity at the Bank Group time such entity becomes a Consolidated Subsidiary 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 such event; provided that the acquisition of obligations secured by 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 Lien are not increased at and are not secured by any timeadditional assets; (hC) over any Lien on any asset securing Debt incurred or affecting assumed solely for the purpose of financing all or any part of the cost of acquiring such asset (or acquiring a corporation or other entity which owned such asset); provided that such Lien attaches to such asset concurrently with or within ninety (90) days after such acquisition; (D) any Lien on any asset of any company which becomes entity existing at the time such entity is merged or consolidated with or into the Company or a member of the 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 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 additional assets; (E) any Lien existing on any asset prior to the acquisition thereof by the Company or a Consolidated Subsidiary and not created in contemplation of such companyacquisition; 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 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 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 ownership of 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 aggregate materially impair the use thereof in the operation of the business of the Company and its Consolidated Subsidiaries taken as a whole; and (I) Liens securing Debt which are not otherwise permitted by the foregoing subsections of this Section; 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 last day of the most recently ended Fiscal Quarter).

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $25,000,000; (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 any Lien existing on any asset of any member corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents cost of acquiring such asset (includingor acquiring a corporation or other entity which owned such asset), for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsprovided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (d) arising from any Finance Leases, sale Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Consolidated Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or a Consolidated Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding of any judgment, award or order or Debt secured by any tax liability for which an appeal or proceedings for review are being diligently pursued in good faithLien permitted by any of the foregoing clauses of this Section, 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 liabilityDebt is not increased and is not secured by any additional assets; (g) over or affecting any asset acquired by a member Lien in favor of the Bank Group after the Original Execution Date and subject to which such asset is acquired, if: holder of Debt (i) such Encumbrance was not created in contemplation of the acquisition or any Person acting for or on behalf of such asset by a member holder) arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the Bank Group; and (ii) execution or other enforcement thereof is effectively stayed and the Financial Indebtedness claims 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) are being contested in good faith by appropriate proceedings and the amount of Financial Indebtedness so secured is not increased at any timeCompany or such Consolidated Subsidiary, as the case may be, has established appropriate reserves against such claims in accordance with generally accepted accounting principles; (h) over Liens incidental to the normal conduct of its business or affecting any asset the ownership of any company its assets which becomes a member (i) do not secure Debt and (ii) do not in the aggregate materially detract (due to the amount of the Bank Group after liability secured by such Liens or otherwise) from the Original Execution Date, where such Encumbrance is created prior to the date on which such company becomes a member value of the Bank Group, if: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 (i) 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 Encumbrance was Liens on Current Assets shall not created 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 contemplation 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 restrictions set forth in this Section 7.10 shall not apply to "margin stock" (as defined in Regulation U of the acquisition Board of such company; andGovernors of the Federal Reserve System), if and 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 with respect to which the rights of the Company and its Subsidiaries are restricted by this Section 7.10.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date of this Amended Agreement securing Debt outstanding on the date of this Amended Agreement in 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 aggregate 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 25.2exceeding $100,000,000; (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 any Lien existing on any asset of any member entity at the time such entity becomes a Consolidated Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant any Lien on any asset securing Debt incurred or assumed for the purpose of financing an amount not to exceed all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches to such asset concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance Leases, sale Lien on any asset of any entity existing at the time such entity is merged or consolidated with or into the Company or a Consolidated Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or a Consolidated Subsidiary and not created in respect contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-offthe foregoing clauses of this Section 5.08, netting arrangement, title transfer or title retention arrangements which:provided that such Debt is not increased and is not secured by any additional assets; (ig) arises Liens arising in the ordinary course of trading and/or by operation its business which (i) do not secure Debt or any obligations of Law; the type referred to in the proviso to the definition of Debt, (ii) is entered into by do not secure any member of the Bank Group obligation in the normal course of its banking arrangements for the purpose of netting debit an amount exceeding $75,000,000 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 do not in the ordinary course aggregate materially detract from the value of business its assets or materially impair the use thereof in the operation 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 Groupbusiness; and (iih) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member foregoing clauses 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 this Section 5.08 securing Debt in an aggregate principal amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset time outstanding not to exceed 10% of any company which becomes a member of the 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; andConsolidated Stockholders’ Equity.

Negative Pledge. No Obligor shall (The Borrower will not, and the Company shall procure that no member of the Bank Group shall)will not permit any Consolidated Subsidiary to, without the prior written consent of an Instructing Groupcreate, create assume or permit suffer to subsist exist any Encumbrance over all Lien securing Debt or Derivatives Obligations on any of its present asset now owned or future revenues or assets other than an Encumbrancehereafter acquired by it, except: (a) which is Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding $20,000,000; (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 any Lien existing on the assets of any member of Person at the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Grouptime such Person becomes a Consolidated Subsidiary; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingpurchase price or cost of construction of such asset, for PROVIDED that such Lien attaches to such asset within 270 days after the purposes acquisition or completion of securing any Alternative Baseball Financing) construction and any Bridge Finance Documentscommencement of full operations thereof; (d) arising from any Finance LeasesLien on any asset of any Person existing at the time such Person is acquired by, sale and leaseback arrangements merged into or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)consolidated with the Borrower or a Consolidated Subsidiary; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect any Lien arising out of the refinancing, extension, renewal or refunding of any judgment, award or order or Debt secured by any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member Lien permitted by any of the Bank Group shall have or will establish foregoing clauses of this Section, PROVIDED that such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liabilityDebt is not increased and is not secured by any additional assets; (g) over or affecting any asset acquired by a member Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of the Bank Group after the Original Execution Date cash and cash equivalents 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 GroupLiens may at no time exceed $20,000,000; and (iih) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, foregoing clauses of this Section securing Debt in an aggregate principal 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 face amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset time outstanding not exceeding 10% of any company which becomes a member of the 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; andConsolidated Net Worth.

Negative Pledge. No Obligor shall (and the Company shall procure that no member of the Bank Group shall)Such Borrower will not create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is an Existing Encumbrance set out in: (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that Liens granted by such Encumbrance is released within 10 Business Days Borrower existing as of the Merger Closing Date; or (ii) Part 1B Effective Date securing Indebtedness outstanding on the date of Schedule 10 (Existing Encumbrances) provided that the this Agreement in an aggregate 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 25.2exceeding $100,000,000; (b) which arises by operation the Lien of Law such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Effective Date or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any 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 Groupissued hereafter; (c) which 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 pursuant to any in contemplation of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentssuch event; (d) arising from any Finance Leases, sale Lien existing on any asset prior to the acquisition thereof by such Borrower and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such acquisition; (e) which arises in respect of any right of set-off, netting arrangement, title transfer Lien on any asset securing Indebtedness incurred 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 assumed for the purpose of netting debit and credit balances on bank accounts of members financing all or any part of the Bank Group operated on a net balance basiscost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (iiif) arises in respect any Lien arising out of netting the refinancing, extension, renewal or set off arrangements contained in refunding of any Hedging Agreement or other contract Indebtedness secured by any Lien permitted under Clause 25.12 (Limitations on Hedging)by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (ivg) is entered into by any member of the Bank Group on terms 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 no worse than the counterparty’s standard or usual terms accepted accounting principles; (h) statutory Liens of landlords and entered into 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 the relevant member of the Bank Group; or (v) which is a retention of title arrangement such Liens, are promptly instituted and diligently conducted and with respect to customer premises equipment in favour of a supplier (which adequate reserves 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 other appropriate provisions are being diligently pursued maintained 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 accordance with generally accepted accounting principles in respect of such judgment, award, order or tax liabilityprinciples; (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) 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 such Encumbrance was Borrower and (iii) do not created in contemplation the aggregate materially detract from the value of its assets or materially impair the acquisition 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 asset by Liens run in favor of a member Bank hereunder or a Person who was, at the time of the Bank Groupissuance, a Bank; and (iio) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, foregoing clauses of this Section on assets of such Borrower securing obligations in an aggregate principal 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 face amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior date not to the date on which such company becomes a member of the Bank Group, if: exceed (i) such Encumbrance was not created in contemplation the case of each of Cinergy, CG&E and PSI Energy, $150,000,000 and (ii) in the acquisition case of such company; andULH&P, $50,000,000.

Negative Pledge. No Obligor shall (and the Company shall procure that no member For so long as any of the Bank Group shall)Notes remain outstanding, neither the Issuer nor the Guarantor shall create any mortgage, charge, hypothec, pledge, lien or other security on any of their respective assets to secure any indebtedness for borrowed money, without also at the same time or prior written consent thereto securing equally and ratably with that other indebtedness for borrowed money all of an Instructing Groupthe Notes then outstanding or the Guarantee, create as the case may be, provided that this covenant shall not apply or permit operate to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceprevent: (a) 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 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 security given in the ordinary course of business to secure any indebtedness payable on demand or maturing within 12 months of the relevant member of the Bank Group; or (v) which date that such indebtedness 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 judgmentoriginally incurred, 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, ifprovided: (i) such Encumbrance was security is given at the time such indebtedness is incurred; (ii) such indebtedness does not created in contemplation entirely replace or is not used for the purpose of retiring or repaying any outstanding unsecured indebtedness of the acquisition of such asset by a member of Issuer or the Bank GroupGuarantor; and (iiiii) such security does not constitute security on fixed assets or security on the Financial Indebtedness secured thereby is Financial Indebtedness ofshares of any Subsidiary or Associate of the Guarantor; (b) any Purchase Money Mortgage; (c) any security given to secure indebtedness incurred for the construction of townsites, employees' housing, warehouses or office premises; (d) any security on any asset of the Issuer or the Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, or is assumed by, has not been in commercial production during the relevant acquiring member 12-month period ending at the time of the Bank Groupimposition of such security, to secure any indebtedness incurred for the development or improvement thereof or the development or improvement of any 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 of the imposition of such security; (e) any security in favor of the Government of Canada or of the United States of America or the government of any 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 the foregoing clauses (a) to (e) in which the principal outstanding after such renewal, refunding or extension is Financial Indebtedness which at all times falls within paragraph not increased and the security is limited to the assets originally subject thereto and any improvements thereon; or (g) any other security created by the Issuer or (k) the Guarantor if, after giving effect to the creation of Clause 25.4 (Financial Indebtedness) and such security, the aggregate principal amount of Financial Indebtedness so indebtedness secured is by such security would not increased at any time; (h) over or affecting any asset be greater than 5% of any company which becomes a member of the 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; andShareholders' Equity.

Negative Pledge. No Obligor The Borrower shall not, and shall not permit any Restricted Subsidiary to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it (and the Company shall procure that no member of the Bank Group shallor any income therefrom or any right to receive income therefrom), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens created pursuant to 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 25.2Collateral Documents; (b) which arises by operation of Law any Lien on any property or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member asset of the Bank Group Borrower or any Restricted Subsidiary existing on the Third Amendment and Restatement Effective Date and set forth in each case arising Schedule 7.02; provided that (i) such Lien shall not apply to any other property or entered into the ordinary course of business asset of the relevant member of Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Bank GroupThird Amendment and Restatement Effective Date ; (c) which is created pursuant any Lien existing on any asset prior to any of the Finance Documents (including, for acquisition thereof by the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documents; (d) arising from any Finance Leases, sale and leaseback arrangements Borrower 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)Restricted Subsidiary; 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 Lien was not created in contemplation of the acquisition of such asset by a member event and does not extend to any other property of the Bank Group; and (ii) the Financial Indebtedness secured thereby is Financial Indebtedness of, Borrower 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 timeRestricted Subsidiary; (hd) over or affecting any Lien existing on any asset of any company which Person at the time such Person becomes a member Restricted Subsidiary or merges into the Borrower or any of the Bank Group after the Original Execution Date, where its Restricted Subsidiaries in connection with an Acquisition; provided that such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if: (i) such Encumbrance Lien was not created in contemplation of such event and does not extend to any other property of the Borrower or any Restricted Subsidiary; (e) Liens 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, (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, 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 Permitted Refinancing; provided that the principal amount of such Indebtedness 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 other Liens on the Collateral shall not exceed $5,000,000 at any time outstanding; (k) so long as the same is 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 companyRestricted Subsidiary and (ii) Liens placed upon the assets of 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. No Obligor shall (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbrance: (a) which is an Existing Encumbrance set out in:Neither IR Parent nor the Borrower will, nor will it permit any Restricted Subsidiary to, create, assume or guarantee any indebtedness for money borrowed secured by a Mortgage on any Principal Property of the Borrower, IR Parent or 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) without, 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 (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) Part 1A on property, shares or indebtedness of Schedule 10 (Existing Encumbrances) provided that any corporation which Mortgage exists at the time such Encumbrance is released within 10 Business Days of the Merger Closing Datecorporation becomes a Restricted Subsidiary; or (ii) Part 1B on property existing at the time of Schedule 10 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 (Existing Encumbrancesincluding any improvements on an existing property) provided that or the principal amount secured thereby may not be increased unless any Encumbrance in respect commencement of commercial operation of such increased amount would be permitted under another paragraph of this Clause 25.2; (b) property, 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 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 indebtedness is created pursuant to any of the Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 financing all or any part of the Bank Group operated purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such 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 a net balance basis;which the property so constructed, or the improvement, is located; or (iii) arises in respect on property, shares or indebtedness of netting a corporation, which Mortgage exists at the time such corporation is merged into or set off arrangements contained in any Hedging Agreement consolidated with the Borrower, IR Parent or a Restricted Subsidiary, or at the time of a sale, lease or other contract permitted under Clause 25.12 (Limitations on Hedging);disposition of the properties of a corporation as an entirety or substantially as an entirety to the Borrower, IR Parent or a Restricted Subsidiary; or (iv) is entered into by any member on property of a Restricted Subsidiary to secure indebtedness of such Restricted Subsidiary to the Bank Group on terms which are generally no worse than the counterparty’s standard Borrower, IR Parent or usual terms and entered into in the ordinary course of business of the relevant member of the Bank Groupanother 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 state thereof or Bermuda or the jurisdiction of organization of IR Parent, or any department, agency or 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 constructing or improving the property subject to such Mortgage; or (vi) on property, which is a retention Mortgage exists at the date of title arrangement this Agreement; or (vii) with the prior written approval of the Required Banks; provided, however, that any Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) 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 than the property specified in such clauses and improvements thereto. (b) Notwithstanding the provisions of subsection (a) of this Section 5.6, the Borrower, IR Parent or any Restricted Subsidiary may create, assume or guarantee secured 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 to customer premises equipment of Sale and Leaseback Transactions existing at such time (other than Sale and Leaseback Transactions the proceeds of which have been applied in favour accordance with Section 5.6(d)(ii)), does not at the time of a supplier (such creation, assumption or its Affiliate)guaranteeing exceed 7.5% of Consolidated Net Worth; provided that the title is only retained to individual items of customer premises equipment obligations in respect of which 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 purchase price has date hereof but, as a result of a change in GAAP after the date hereof, are required to be set forth on a balance sheet shall not been paid in full;constitute Consolidated Debt by reason of such change. (fc) Notwithstanding the foregoing provisions of this Section 5.6, the Borrower will not permit any Subsidiaries (other than a Restricted Subsidiary) to which arises after the date hereof the Borrower, IR Parent or a Restricted Subsidiary has transferred any assets to create, assume or guarantee any indebtedness for money borrowed secured by a Mortgage on such assets unless such assets could have been so secured in respect accordance with the provisions of any judgmentthis Agreement by the Borrower, award IR Parent 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 Restricted Subsidiary making such judgment, award, order or tax liability;transfer. (gd) over or affecting Neither IR Parent nor the Borrower will, nor will it permit any asset acquired by a member of the Bank Group after the Original Execution Date its Restricted Subsidiaries to, enter into any Sale and subject to which such asset is acquiredLeaseback Transaction, if: unless (i) IR Parent, the Borrower or such Encumbrance was not created in contemplation 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 such Principal Property without equally and ratably securing the Loans and the other obligations of the acquisition of such asset by a member of Loan Parties hereunder and under the Bank Group; and Notes or (ii) IR Parent or the Financial Indebtedness secured thereby is Financial Indebtedness ofBorrower shall (and in any 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 such Sale and Leaseback Transaction, of indebtedness of IR Parent or the Borrower for money borrowed, which by its terms matures at, or is assumed bymay be extended or renewed at the option of IR Parent or the Borrower to, a date more than 12 months after the relevant acquiring member date 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 company which becomes a member of the 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 creation of such company; andindebtedness.

Negative Pledge. No Obligor (a) The Borrower shall not (and the Company shall procure ensure that no member none of the Bank Group shall), without the prior written consent of an Instructing Group, its Principal Subsidiaries will) create or permit to subsist any Encumbrance Security over all or any of its present or future revenues or assets other than an Encumbrance:assets. (b) Paragraphs (a) which is an Existing Encumbrance set out inabove does not apply to: (i) Part 1A Any Security (as renewed or granted again in the context of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days a refinancing of the Merger Closing Date; orrelevant Financial Indebtedness) existing on 31 December 2004 as disclosed in the Original Financial Statements together with any Security created by the Borrower or any of its Principal Subsidiaries in the period between the date of the Original 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; (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 lien arising by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Bank Group law 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 basisbusiness; (iii) arises any Security existing (as renewed or granted again in respect the context of netting a refinancing of the relevant Financial Indebtedness) over any 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 set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging)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 entered into by any created prior to the date on which that company becomes a member of the Bank Group on terms 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 are generally no worse than secures indebtedness provided by Supranational or International Development Institutions which pursuant to their usual practices requires such Security; (vii) any Security over assets to be built, developed or acquired and securing Financial Indebtedness or any guarantee of Financial Indebtedness incurred or granted for the counterparty’s standard purpose of financing the cost of the building, developing or usual terms acquiring such assets (including Security with respect to Project Financings). (viii) any tax related or other Security arising by operation of law if such Security is removed or discharged within 45 days after the date it is created or the validity of the amount of such security or the sum secured by such Security is being contested in good faith and entered into by appropriate proceedings. (ix) 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 Bank Group; orGroup 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 cash or securities to be deposited and such Security to be granted as a condition of entering into such transaction. (vxi) any Security securing indebtedness the principal amount of which is a retention (when aggregated with the principal amount of title arrangement with respect any other indebtedness which has the benefit of Security given by the Borrower or any Principal Subsidiary other than any permitted under paragraphs (i) to customer premises equipment in favour of a supplier (ix) above) does not exceed €300,000,000 (or its Affiliateequivalent in another currency or currencies); provided that the title is only retained . (xii) any Security 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 judgmentMajority Lenders have given their prior, 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 company which becomes a member of the 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; andwritten consent.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupincur, create assume or permit suffer to subsist exist any Encumbrance over all Lien on any asset now owned or any of its present or future revenues or assets other than an Encumbrancehereafter acquired by it, except: (a) 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 any Lien created under 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 25.2Loan Documents; (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 member of Liens existing on the Bank Group Restatement Effective Date securing Indebtedness outstanding on the Restatement Effective Date and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupset forth on Schedule 6.02; (c) which is created pursuant to 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 Finance Documents cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof, and, in addition, (including, for the purposes of securing i) any Alternative Baseball Financingother Lien deemed to exist under a Capital Lease Obligation permitted under Sections 6.01 and 6.06 and (ii) and any Bridge Finance Documentsother Lien deemed to exist under a capital lease that does not constitute a Capital Lease Obligation; (d) arising from any Finance LeasesLien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary, sale 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 assets of the Company or any Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)iii) such Lien 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 increase the outstanding principal amount thereof; (e) which arises in respect any Lien on any asset of any right corporation existing at the time such corporation is merged or consolidated with or into the Company or any Consolidated Subsidiary and not created in contemplation 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)such event; provided that such Lien shall not extend to other properties or assets of the title is Company or any Subsidiary and shall secure only retained to individual items those obligations which it secures on the date of customer premises equipment in respect of which such merger or consolidation and extensions, renewals and replacements thereof that do not increase the purchase price has not been paid in fulloutstanding principal amount thereof; (f) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or any Consolidated Subsidiary and not created in respect contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any judgmentIndebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (h) Liens for taxes that are not yet subject to penalties for non-payment or are being contested in good faith, award or order minor survey exceptions or minor encumbrances, easements or other rights of others with respect to, or zoning or other governmental restrictions as to the 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 tax liability for Subsidiary with respect to which the Company or such Subsidiary is, in good faith, prosecuting an appeal or proceedings for review are being diligently pursued and (y) Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in good faith, any legal proceeding to which the Company or any Subsidiary is a party; provided that the affected member Liens permitted by the foregoing clause (y) shall not secure obligations in an aggregate principal amount outstanding in excess of the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect 5% of such judgment, award, order or tax liabilityConsolidated Tangible Net Worth; (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 company which becomes a member of the 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

Negative Pledge. No Obligor (a) The Borrower shall not (and the Company shall procure ensure that no member none of the Bank Group shall), without the prior written consent of an Instructing Group, its Principal Subsidiaries will) create or permit to subsist any Encumbrance Security over all or any of its present or future revenues or assets other than an Encumbrance:assets. (b) Paragraphs (a) which is an Existing Encumbrance set out inabove does not apply to: (i) Part 1A Any Security (as renewed or granted again in the context of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days a refinancing of the Merger Closing Date; orrelevant Financial Indebtedness) existing on 31st December 2003 as disclosed in the Original Financial Statements together with any Security created by the Borrower or any of its Principal Subsidiaries in the period between the date of the Original 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; (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 lien arising by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Bank Group law 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 basisbusiness; (iii) arises any Security existing (as renewed or granted again in respect the context of netting a refinancing of the relevant Financial Indebtedness) over any 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 set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging)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 entered into by any created prior to the date on which that company becomes a member of the Bank Group on terms 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 are generally no worse than secures indebtedness provided by Supranational or International Development Institutions which pursuant to their usual practices requires such Security; (vii) any Security over assets to be built, developed or acquired and securing Financial Indebtedness or any guarantee of Financial Indebtedness incurred or granted for the counterparty’s standard purpose of financing the cost of the building, developing or usual terms acquiring such assets (including Security with respect to Project Financings). (viii) any tax related or other Security arising by operation of law if such Security is removed or discharged within 45 days after the date it is created or the validity of the amount of such security or the sum secured by such Security is being contested in good faith and entered into by appropriate proceedings. (ix) 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 Bank Group; orGroup 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 cash or securities to be deposited and such Security to be granted as a condition of entering into such transaction. (vxi) any Security securing indebtedness the principal amount of which is a retention (when aggregated with the principal amount of title arrangement with respect any other indebtedness which has the benefit of Security given by the Borrower or any Principal Subsidiary other than any permitted under paragraphs (i) to customer premises equipment in favour of a supplier (ix) above) does not exceed €300,000,000 (or its Affiliateequivalent in another currency or currencies); provided that the title is only retained . (xii) any Security 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 judgmentMajority Lenders have given their prior, 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 company which becomes a member of the 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; andwritten consent.

Negative Pledge. No Obligor shall (The Company will not, and will not permit any --------------- Consolidated Subsidiary to, create, incur, assume or suffer to exist any mortgage, pledge, security interest, encumbrance or other lien upon any property, now owned or hereafter acquired, of the Company shall procure that no member or any Consolidated Subsidiary (the sale with recourse of receivables or any sale and lease back of any fixed assets being deemed to be the Bank Group shallgiving of a lien thereon for money borrowed), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbrancethan: (a) which is an Existing Encumbrance set out in: (i) Part 1A liens existing on the date 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) this Agreement on any property, provided that the principal amount secured by any such lien is not greater than the amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph on the date of this Clause 25.2Agreement; (b) which arises by operation liens on any property (including but not limited to margin stock (within the meaning of Law Regulations G, T, U and X of the Board of Governors of the Federal Reserve System)) hereafter acquired existing at the time of such acquisition or by created within a contract having a similar effect period of 120 days following any such acquisition to secure or under an escrow arrangement required by a trading counterparty provide for the payment of any member part of the Bank Group and in each purchase price thereof or liens to secure indebtedness incurred to fund or refund any liens within the scope of this subsection (b) provided that the amount secured by any such lien is not greater than the amount secured thereby on the date of such acquisition or within the 120 day period, as the case arising or entered into the ordinary course of business of the relevant member of the Bank Groupmay be; (c) which is created pursuant to any liens securing indebtedness of a Consolidated Subsidiary outstanding on the Finance Documents (including, for date that the purposes of securing any Alternative Baseball Financing) and any Bridge Finance DocumentsCompany acquires such Consolidated Subsidiary; (d) arising from any Finance Leasesliens for taxes, assessments or governmental charges or levies not yet due and payable or being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, provided that a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and no foreclosure, distraint, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)other similar proceedings shall have been commenced; (e) which arises in respect statutory liens of any right landlords and liens of set-offcarriers, netting arrangementwarehousemen, 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 mechanics 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 materialmen incurred 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 for sums not yet due or being contested in favour of a supplier (or its Affiliate); good faith by appropriate proceedings promptly initiated and diligently conducted, provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been paid in fullmade therefor; (f) which arises liens incurred or deposits made in respect the ordinary course of any judgmentbusiness in connection with workmen's compensation, award unemployment insurance and other types of social security, or order or any tax liability to secure the performance of tenders, statutory obligations, surety and appeal bonds, performance and return-of-money bonds and other similar obligations (exclusive of obligations for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member payment 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 liabilityborrowed money); (g) over liens created hereafter in connection with borrowing or affecting any asset acquired pledges of receivables which liens when added to all sales and discounting transactions contemplated by a member Section 5.7 do not in the aggregate exceed 10% 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 timeConsolidated Net Worth; (h) over or affecting liens, security interests and any asset other encumbrances on any of any company which becomes a member of the 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:its treasury shares; and (i) liens arising in connection with a Securitization permitted by Section 5.7 hereof, limited in each case to the accounts therein or in any trust or similar entity utilized to effect such Encumbrance was not created in contemplation of the acquisition of Securitizations and to any equipment giving rise to such company; andaccounts.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) which is Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 aggregate 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 25.2exceeding US$10,000,000; (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 any Lien existing on any asset of any member Person at the time such Person becomes a Consolidated Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to 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 Finance Documents (includingcost of acquiring or constructing such asset, for provided that such Lien attaches to such asset concurrently with or within 18 months after the purposes acquisition or completion of securing any Alternative Baseball Financing) and any Bridge Finance Documentsconstruction thereof; (d) arising from any Finance Leases, sale Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Company or a Consolidated Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or a Consolidated Subsidiary and not created in respect contemplation 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 fullsuch acquisition; (f) which arises in respect of Liens securing Debt owing by any judgment, award Subsidiary to any Borrower 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 liabilitySubsidiary Guarantor; (g) over or affecting any asset acquired by a member Lien arising out of the Bank Group after refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Original Execution Date and subject to which such asset is acquiredforegoing clauses of this Section, if: provided that (i) such Encumbrance was Debt is not created in contemplation of the acquisition of such asset secured by a member of the Bank Group; and any additional assets, 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 such Debt secured by any such Lien is not increased at any timeincreased; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior Liens incidental to the date on conduct of its business or the ownership of its assets which such company becomes a member (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the Bank Group, if:use thereof in the operation of its business; (i) such Encumbrance was not created in contemplation of the acquisition of such companyany Lien on Excess Margin Stock; (j) any Lien incurred with respect to Securitization Debt permitted under Section 5.21; and (k) Liens 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, together with the amount of Debt secured by Liens permitted by the foregoing paragraphs (a) through (i), does not exceed 10% of Consolidated Total Assets.

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Consolidated Subsidiary will create, without the prior written consent of an Instructing Groupincur, create assume or permit suffer to subsist exist any Encumbrance over all Lien on any asset now owned or any of its present or future revenues or assets other than an Encumbrancehereafter acquired by it, except: (a) 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 any Lien created under 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 25.2Loan Documents; (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 member of Liens existing on the Bank Group date hereof securing Indebtedness outstanding on the date hereof and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupset forth on Schedule 6.02; (c) which is created pursuant to 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 Finance Documents cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof, and, in addition, (including, for the purposes of securing i) any Alternative Baseball Financingother Lien deemed to exist under a Capital Lease Obligation permitted under Sections 6.01 and 6.06 and (ii) and any Bridge Finance Documentsother Lien deemed to exist under a capital lease that does not constitute a Capital Lease Obligation; (d) arising from any Finance LeasesLien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary, sale 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 assets of the Company or any Subsidiary and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)iii) such Lien 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 increase the outstanding principal amount thereof; (e) which arises in respect any Lien on any asset of any right corporation existing at the time such corporation is merged or consolidated with or into the Company or any Consolidated Subsidiary and not created in contemplation 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)such event; provided that such Lien shall not extend to other properties or assets of the title is Company or any Subsidiary and shall secure only retained to individual items those obligations which it secures on the date of customer premises equipment in respect of which such merger or consolidation and extensions, renewals and replacements thereof that do not increase the purchase price has not been paid in fulloutstanding principal amount thereof; (f) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or any Consolidated Subsidiary and not created in respect contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any judgmentIndebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (h) Liens for taxes that are not yet subject to penalties for non-payment or are being contested in good faith, award or order minor survey exceptions or minor encumbrances, easements or other rights of others with respect to, or zoning or other governmental restrictions as to the 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 tax liability for Subsidiary with respect to which the Company or such Subsidiary is, in good faith, prosecuting an appeal or proceedings for review are being diligently pursued and (y) Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in good faith, any legal proceeding to which the Company or any Subsidiary is a party; provided that the affected member Liens permitted by the foregoing clause (y) shall not secure obligations in an aggregate principal amount outstanding in excess of the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect 5% of such judgment, award, order or tax liabilityConsolidated Tangible Net Worth; (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 company which becomes a member of the 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

Negative Pledge. No Obligor shall (and the Company shall procure that no member Neither any Borrower nor any Subsidiary of the Bank Group shall)any Borrower will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $135,000,000; (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 any Lien existing on any asset of any member Person at the time such Person becomes a Subsidiary of the Bank Group a Borrower and not created in each case arising or entered into the ordinary course contemplation of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring or constructing such asset, for PROVIDED that such Lien attaches to such asset concurrently with or within 90 days after the purposes acquisition or completion of securing any Alternative Baseball Financing) and any Bridge Finance Documentsconstruction thereof; (d) arising from any Finance Leases, sale Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into a Borrower or a Subsidiary of a Borrower and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness)not created in contemplation of such event; (e) which arises any Lien existing on any asset prior to the acquisition thereof by a Borrower or a Subsidiary of a Borrower and not created in respect contemplation of such acquisition; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any right Debt secured by any Lien permitted by any of set-offthe foregoing clauses of this Section, netting arrangement, title transfer or title retention arrangements which:PROVIDED that the proceeds of such Debt are used solely for the foregoing purpose and to pay financing costs and such Debt is not secured by any additional assets; (ig) arises Liens arising in the ordinary course of trading and/or by operation of Law; its business which (i) do not secure Debt or Derivatives Obligations, (ii) is entered into by do not secure any member of the Bank Group obligation in the normal course of its banking arrangements for the purpose of netting debit an amount exceeding $100,000,000 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 do not in the ordinary course aggregate materially detract from the value of business its assets or materially impair the use thereof in the operation 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 timebusiness; (h) over 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 $10,000,000; and (i) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or affecting any asset face amount, together with all other Debt secured by Liens permitted under this Section 5.09(i), not to exceed an amount equal to 10% of any company which becomes a member Consolidated Net Worth (calculated as of the Bank Group after last day of the Original Execution Date, where such Encumbrance is created fiscal quarter most recently ended on or 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 most recent incurrence of such company; andDebt).

Negative Pledge. No Obligor shall (and the Company shall procure that no member The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Bank Group shall), without the prior written consent of an Instructing Group, create or permit to subsist any Encumbrance over all Borrower or any of its present Subsidiaries, whether now owned or future revenues or assets other than an Encumbrance: (a) which is an Existing Encumbrance set out inhereafter acquired, except: (i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days Liens created for the benefit 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 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 Finance Documents (including, for the purposes of securing any Alternative Baseball Financing) and any Bridge Finance 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 LawLenders; (ii) is entered into by any member Liens existing on the date 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 basisthis Agreement; (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)Permitted Encumbrances; (iv) is entered into Liens on property (A) of a Subsidiary to secure only obligations owing to the Borrower or another such Subsidiary or (B) 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 and were not created in anticipation thereof; (v) Liens upon real and/or tangible personal property acquired after the Effective Date (by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the 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 Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any member such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Bank Group 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 terms which 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 generally no worse than being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the counterparty’s standard or usual terms and entered into 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 relevant member Borrower and any 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 faithSubsidiaries, provided that the affected member aggregate amount of the Bank Group Indebtedness secured by Liens pursuant to this clause (ix) 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 liabilitynot at any time exceed $250,000; (gx) over any extension, renewal or affecting replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any asset acquired by additional Indebtedness or property (other than a member substitution 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 Grouplike property); and (iixi) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member additional Liens upon real and/or personal property of the Bank GroupBorrower or any of its Subsidiaries created after the Effective Date so long as Unsecured Debt (as defined below) shall not, 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; , exceed Eligible Assets (h) over or affecting any asset as defined below). For the purposes of any company which becomes a member of the 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; andSection 5.02(a)(xi):

Negative Pledge. No Obligor shall (and Neither the Company shall procure that no member of the Bank Group shall)nor any Subsidiary will create, without the prior written consent of an Instructing Groupassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or permit to subsist any Encumbrance over all or any of its present or future revenues or assets other than an Encumbranceexcept: (a) 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 Liens existing on 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 date of this Clause 25.2Agreement securing Debt outstanding on the date of this Agreement; (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 any Lien existing on any asset of any member corporation or other entity at the time such corporation or other entity becomes a Subsidiary and not created in contemplation of the Bank Group and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Groupsuch event; (c) which is created pursuant to any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Finance Documents (includingcost of acquiring such asset, for provided that such Lien attaches to such asset concurrently with or within 90 days after the purposes of securing any Alternative Baseball Financing) and any Bridge Finance Documentsacquisition thereof; (d) arising from any Finance LeasesLien on any asset of any corporation or other entity existing at the time such corporation or other entity is merged or consolidated with or into the Company or a Subsidiary and not created in contemplation of such event, sale and leaseback arrangements or Vendor Financing Arrangements permitted provided that such Lien does not extend to be incurred pursuant to Clause 25.4 (Financial Indebtedness)any additional assets; (e) which arises any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and not created in respect contemplation 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 Lawsuch acquisition; (iif) is entered into any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any member Lien permitted by any of the Bank Group in the normal course foregoing clauses of its banking arrangements for the purpose of netting debit this Section, provided that such Debt is not increased and credit balances on bank accounts of members of the Bank Group operated on a net balance basisis not secured by any additional assets; (iiig) arises Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of netting or set off arrangements contained the Company in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging)accordance with GAAP; (ivh) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard carriers', warehousemen's, mechanics', materialmen's, repairmen's or usual terms and entered into other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the relevant member of the Bank Group; orextent for an amount and for a period not resulting in a Default under Section 7.6 hereof; (vi) which is a retention pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (j) deposits to secure the performance of title arrangement bids, trade contracts (other than for Debt or Derivatives Obligations), leases, statutory obligations, surety bonds, appeal bonds with respect to customer premises equipment in favour judgments not exceeding $25,000,000, performance bonds and other obligations of a supplier like nature incurred in the ordinary course of business; (k) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Company and its Affiliate)Subsidiaries; (l) other Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (m) Liens arising from receivables financings accounted for as sales under generally accepted accounting principles; provided that the title is only retained to individual items aggregate unrecovered investment of customer premises equipment in respect of which the purchase price has not been paid in fullpurchasers shall at no time exceed $100,000,000 (plus accrued interest); (fn) 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 faithLiens on cash and cash equivalents securing Derivatives Obligations, provided that the affected member aggregate amount 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 cash and cash equivalents 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 GroupLiens may at no time exceed $10,000,000; and (iio) Liens not otherwise permitted by the Financial Indebtedness secured thereby is Financial Indebtedness of, foregoing clauses of this Section securing Debt in an aggregate principal 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 face amount of Financial Indebtedness so secured is not increased at any time; (h) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior date not 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; andexceed $25,000,000.