Common use of Negative Pledge Clause in Contracts

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 the Guarantor, as the case may be, in the case Subsidiary of the creation of a Security InterestBorrower will create, before assume or at the same time andsuffer to exist any Lien on any asset now owned or hereafter acquired by it, in any other case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) such other Security Interest or other arrangement (whether or not it includes Liens securing the giving obligations of a Security InterestSubsidiary under Non-recourse Debt on the assets of such Subsidiary; (c) shall be provided as is approved by an Extraordinary Resolution (as defined in any Lien existing on any asset of any Person at the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which time such Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (d) any Lien 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, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (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 and does not extend created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Subsidiary and not created in contemplation of such acquisition; (g) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, the Guarantor extension, renewal or refunding of any Debt secured by any Lien permitted by any of their respective other Subsidiaries. In these Conditions: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 its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 10% of Consolidated Net Tangible Assets of the Borrower.

Negative Pledge. So long as any Note remains outstanding No Obligor shall (as defined in and the Agency Agreement) neither the Issuer nor the Guarantor will, and each will Company shall procure that none no member of its Subsidiaries (as defined below) willthe Bank Group shall), without the prior written consent of an Instructing Group, create or have outstanding permit to subsist any mortgage, charge, lien, pledge Encumbrance over all or other security interest (each a “Security Interest”) upon, or with respect to, any of its or their present or future business, undertaking, revenues or assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that than an Encumbrance: (a) all amounts payable by it 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 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 another paragraph of this Clause 25.2; (b) such other Security Interest which arises by operation of Law or other by a contract having a similar effect or under an escrow arrangement (whether or not it includes the giving required by a trading counterparty of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) any member of the Noteholders; provided that, Bank Group and in each case arising or entered into the foregoing provisions shall not apply ordinary course of business of the relevant member of the Bank Group; (c) which is created pursuant to any Security Interest 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) arising arises in the ordinary course of trading and/or by operation of law or Law; (ii) created 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 entity which becomes 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 Subsidiary member of the Bank Group after the date of creation of Original Execution Date and subject to which such Security Interest where the Security Interest asset is acquired, if: (i) such Encumbrance was not created in connection with 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 entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:company; and

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreementa) neither the Issuer nor the Guarantor willThe Company shall not create or have outstanding, and each will procure shall ensure that none of its Subsidiaries (as defined below) willthe Principal Controlled Entities will create or have outstanding, any Security upon the whole or any part of their respective present or future assets securing any Relevant Indebtedness, or create or have outstanding any mortgage, charge, lien, pledge guarantee or other security interest (each a “Security Interest”) upon, or with indemnity in 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 the Guarantor, as the case may be, in the case either of the creation Company or of a Security Interestany of the Company’s Principal Controlled Entities, before or without: (i) at the same time and, in any or prior thereto securing or guarantee of the liabilities of the Company under the Finance Documents equally and ratably therewith; or (ii) providing such other case, promptly, takes any and all action necessary to ensure that Security or guarantee for the Facility as shall be approved by the Majority Lenders. (b) Paragraph (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall above does not apply to any Security Interest to: (i) any Security arising or already arisen automatically by operation of law which is timely discharged or disputed in good faith by appropriate proceedings; (ii) created by an entity any Security in respect of the obligations of any person which becomes a Subsidiary Principal Controlled Entity or which merges with or into the Company or a Principal Controlled Entity after the date of creation the Indenture which is in existence at the date on which it becomes a Principal Controlled Entity or merges with or into the Company or a Principal Controlled Entity; (iii) any Security created or outstanding in favour of the Company or any Security created by any of the Controlled Entities of the Company in favour of any of the Company’s other Controlled Entities; (iv) any Security in respect of Relevant Indebtedness of the Company or any Principal Controlled Entity with respect to which the Company or such 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 obligation that such money or securities so paid or deposited, and the proceeds therefrom, be sufficient to pay or discharge such obligations in full); (v) any Security Interest where the Security Interest was not created in connection with a project financed with, or in contemplation 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) or this paragraph (vi); provided that such Relevant Indebtedness is not increased beyond the principal amount thereof (together with the costs of such entity becoming a Subsidiary and does not extend to refinancing, extension, renewal or cover any undertakingrefunding, assets or revenues (including any uncalled capitalaccrued interest and prepayment premiums or consent fees) of the Issuer, the Guarantor and is not secured by any additional property or any of their respective other Subsidiaries. In these Conditions:assets.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or aggregate; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which corporation becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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 corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and does not extend created in contemplation of such 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, 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 its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or cover vested in any undertaking, assets governmental office or revenues agency to control or regulate the use of any real property; and (including m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:time outstanding not to exceed $50,000,000.

Negative Pledge. So long as (i) The Issuer will not, nor will it permit any Note remains outstanding Restricted Subsidiary to, issue, assume or guarantee any indebtedness for borrowed money secured by a mortgage, pledge, lien or other encumbrance of any nature (as defined in the Agency Agreementmortgages, pledges, liens and other encumbrances being hereinafter called “mortgage” or “mortgages”) neither upon any property of the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) uponRestricted Subsidiary, or upon any shares of stock of any Restricted Subsidiary, without in any such case effectively providing, concurrently with respect tothe 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 its the Issuer or their present such Restricted Subsidiary ranking equally with the Notes then existing or future businessthereafter created) shall be secured equally and ratably with such indebtedness for borrowed money; provided, undertakinghowever, assets that the foregoing restrictions shall not apply to: (1) mortgages existing on 1 August, 2006; (2) mortgages to secure the payment of all or revenues part of the purchase price of such property (including any uncalled capitalother 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 Relevant Indebtedness (as defined below), unless indebtedness for borrowed money incurred or guaranteed by the Issuer or a Restricted Subsidiary prior to, at the Guarantortime of, as or within 60 days after the later of the acquisition, completion of construction or commencement of full operation of such property, which indebtedness for borrowed money is incurred or guaranteed for the purpose of financing all or any part of the purchase price thereof or construction thereof or improvements thereon; provided, however, that in the case may beof 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, in the case of any such construction or improvement, any theretofore unimproved real property on which the creation property so constructed, or the improvement, is located; (3) mortgages on the property of a Security Interest, before 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 same time andof a purchase, lease or other acquisition of the properties of a corporation or firm as an 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 other casemortgage referred to in the foregoing clauses (1) to (5), promptlyinclusive; provided, takes any and all action necessary to ensure however, that (a) all amounts payable by it under the Notes (and/or principal amount of the Guarantee, as the case may be) are indebtedness for borrowed money 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions mortgage shall not apply to any Security Interest be increased and the principal repayment schedule and maturity of such indebtedness shall not be extended and (i) arising by operation such replacement shall be limited to all or a part of law the property which secured the mortgage so replaced (plus improvements and construction on such property), or (ii) if the property which secured the mortgage so replaced has been destroyed, condemned or damaged and pursuant to the terms of the mortgage other property has been substituted therefor, then such replacement shall be limited to all or part of such substituted property; or (7) liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against the Issuer or any Restricted Subsidiary with respect to which the Issuer or such Restricted Subsidiary is in good faith prosecuting an entity appeal or proceedings for review; or liens incurred by the Issuer or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which becomes the Issuer or such Restricted Subsidiary is a party; or (8) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease; and any other liens or charges incidental to the conduct of the business of the Issuer or any Restricted Subsidiary or the ownership of the property and assets of any of them which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of the Issuer, materially impair the use of such property in the operation of the business of the Issuer or such Restricted Subsidiary or the value of such property for the purposes of such business. (ii) Notwithstanding the foregoing provisions of this Condition 3(c), the Issuer and any one or more Restricted Subsidiaries may issue, assume or guarantee indebtedness for borrowed money secured by mortgages which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all the other outstanding indebtedness for borrowed money of the Issuer and its Restricted Subsidiaries secured by mortgages which is not 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 and other reserves and items deductible from the gross book value of specific asset amounts under generally accepted accounting principles in the United States) which under generally accepted accounting principles in the United States would be included on a balance sheet of the Issuer and its Restricted Subsidiaries, after deducting therefrom (i) all liability items except indebtedness (whether incurred, assumed or guaranteed) for borrowed money maturing by its terms more than one year from the date of creation of such Security Interest where thereof or which is extendible or renewable at the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) sole option of the Issuerobligor in such manner that it may become payable more than one year from the date of creation thereof, shareholders’ equity and reserves for deferred income taxes, (ii) all goodwill, trade names, trademarks, patents, unamortised debt discount and expense and other like intangibles, which in each case would be so included on such balance sheet, and (iii) amounts invested in, or equity in the Guarantor or any of their respective other net assets of, Non-Restricted Subsidiaries. In these Conditions:.

Negative Pledge. So long as any Note remains outstanding (as defined in Parent and the Agency Agreement) neither the Issuer nor the Guarantor willBorrower will not, and each the Borrower will procure that none of its Subsidiaries (as defined below) will, create or have outstanding not permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Restricted Subsidiary to, create, assume or suffer to exist any of its Lien on any asset now owned or their present or future businesshereafter acquired by it, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable Liens existing on the date of this Agreement granted by it under Parent, the Notes (and/or Borrower or any Restricted Subsidiary and securing Indebtedness or other obligations outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement; (b) any Lien on any asset of 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; (c) 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 Lien attaches to such asset concurrently with or within 365 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness or other obligations secured by any Lien otherwise permitted by any of the foregoing clauses of this Section 5.08; provided that the principal amount of such Indebtedness or the amount of such other Security Interest obligation, as applicable, is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other arrangement governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings that are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not it includes recorded) affecting the giving use of a Security Interestreal property; (j) shall be provided as is approved by Liens with respect to judgments and attachments that do not result in an Extraordinary Resolution Event of Default; (as defined k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the Agency Agreementordinary course of business; (l) other Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of the Noteholders; provided thatbusiness of Parent, the foregoing provisions shall not apply to any Security Interest Borrower or such Restricted Subsidiary that (i) arising by operation of law or do not secure Indebtedness, (ii) created do not secure obligations in an aggregate amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower, and (iii) do not in the aggregate materially detract from the value of the assets of Parent, the Borrower or such Restricted Subsidiary or materially impair the use thereof in the operation of its business; (m) Liens required pursuant to the terms of this Agreement; (n) Liens on Permitted Cash Collateral securing only Cash Collateralized Term Loans; (o) Liens on and pledges of the Equity Securities of any joint venture owned by an entity which becomes Parent, the Borrower or any Restricted Subsidiary (other than any such joint venture that is a Subsidiary after Consolidated Subsidiary) to the date of creation extent securing Indebtedness of such Security Interest where joint venture that is non-recourse to Parent, the Security Interest was not created Borrower or any Restricted Subsidiary; (p) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in connection with one or more accounts maintained by Parent, the Borrower or any Restricted Subsidiary, in contemplation each case granted in the ordinary course of such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) business in favor of the Issuerbank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (q) Liens incurred in the ordinary course of business to secure liability for premiums to insurance carriers or to maintain self-insurance; (r) Liens in favor of Parent, the Guarantor Borrower or any of its wholly-owned Restricted Subsidiaries; (s) rights of first refusal entered into in the ordinary course of business; (t) any letter of credit issued for the account of the Borrower, Parent or any of their respective other Subsidiaries. In these Conditions:Affiliates to secure Indebtedness under tax free financings; and (u) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing obligations in an aggregate principal or face amount at any date not to exceed 15% of Consolidated Net Tangible Assets; provided, for the purposes of this Section 5.08(u), with respect to any such secured Indebtedness of a non-wholly owned Subsidiary of Parent with no recourse to Parent or any wholly-owned Subsidiary thereof, only that portion of such Indebtedness reflecting Parent’s pro rata ownership interest therein shall be included in calculating compliance herewith.

Negative Pledge. So long as Neither the Borrower nor any Note remains Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the Mortgaged Property; (b) Liens existing on the date of this Agreement securing other Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $100,000,000; (as defined c) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated 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, 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 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 such event; (f) 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 Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none ordinary course of its Subsidiaries business which (as defined belowi) willdo not secure Debt or Derivatives Obligations, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”ii) 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 the Guarantor, as the case may bedo not secure, in the case of the creation of a Security Interestjudgments or orders, before or at the same time and, obligations in any other case, promptly, takes any an aggregate amount exceeding $100,000,000 and all action necessary to ensure that (aiii) 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 do not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) aggregate materially detract from the value of its assets or materially impair the Noteholders; provided that, use thereof in the foregoing provisions shall not apply to any Security Interest operation of its business; (i) arising Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000 and provided further that the sum of (x) such aggregate amount and (y) the aggregate amount of Debt secured as permitted by operation clause (j) below does not at any date exceed 20% of law Consolidated Tangible Net Worth; and (j) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt, provided that the sum of (x) the principal or (ii) created by an entity which becomes a Subsidiary after the date of creation face amount of such Security Interest where Debt and (y) the Security Interest was not created aggregate amount of cash and cash equivalents referred to in connection with or in contemplation of such entity becoming a Subsidiary and clause (i) above does not extend to or cover at any undertaking, assets or revenues (including any uncalled capital) date exceed 20% of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Tangible Net Worth.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 the Guarantor, as the case may be, in the case Subsidiary of the creation of a Security InterestBorrower will create, before assume or at the same time andsuffer to exist any Lien on any asset now owned or hereafter acquired by it, in any other case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) such other Security Interest or other arrangement (whether or not it includes Liens securing the giving obligations of a Security InterestSubsidiary under Non-Recourse Debt on the assets of such Subsidiary; (c) shall be provided as is approved by an Extraordinary Resolution (as defined in any Lien existing on any asset of any Person at the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which time such Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (d) any Lien 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, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (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 and does not extend created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Subsidiary and not created in contemplation of such acquisition; (g) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, the Guarantor extension, renewal or refunding of any Debt secured by any Lien permitted by any of their respective other Subsidiaries. In these Conditions: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 its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of the Borrower.

Negative Pledge. So long as Neither the Company nor any Note remains Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (A) Liens existing on June 30, 2000 securing Debt outstanding on June 30, 2000 in an aggregate principal amount not exceeding $50,000,000; (as defined in the Agency AgreementB) neither the Issuer nor the Guarantor will, and each will procure that none any Lien existing on any asset of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 the Guarantor, as the case may be, in the case of the creation of a Security Interest, before or entity at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such event; (C) any Lien on any asset securing Debt incurred or 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 becoming 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 entity existing at the time such entity is merged or consolidated with or into the Company or a such Consolidated Subsidiary and does not extend created in contemplation of such event; (E) any Lien existing on any asset prior to the acquisition thereof by the Company or cover a Consolidated Subsidiary and not created in contemplation of such acquisition; (F) any undertakingLien 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 revenues 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 any uncalled capitalLiens referred to in clause (i) of this proviso) shall not at any time exceed the Issuer, the Guarantor or any sum of their respective other Subsidiaries. In these Conditions:(A) 20% of Consolidated Current Assets plus (B) 3% of Consolidated Net Worth.

Negative Pledge. So long as Neither the Company nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date hereof securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date hereof in an aggregate principal amount not exceeding $25,000,000; (b) any Lien existing on any asset of any corporation at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which corporation becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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 Company or a Subsidiary and does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or cover a Subsidiary and not created in contemplation of such acquisition; (f) any undertakingLien 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 arising pursuant to any order of attachment or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt or Derivatives Obligations and (ii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including i) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $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 uncalled capital) time outstanding not to exceed 5% of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Assets.

Negative Pledge. So long as The Borrower will not, nor will it permit any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Borrower or any of its Subsidiaries, whether now owned or their present or future businesshereafter acquired, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest except: (i) arising by operation Liens created for the benefit of law or the Lenders; (ii) created by an entity Liens existing on the date of this Agreement; (iii) Permitted Encumbrances; (iv) 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 creation 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 Security Interest where property before the Security Interest time of its acquisition and was not created in connection with anticipation thereof, or in contemplation (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 entity becoming a Subsidiary and does not property; provided that no such Lien shall extend to or cover any undertakingproperty of the Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, assets or revenues further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed the fair market value (including any uncalled capitalas determined in good faith by a senior financial officer of the Borrower) of such property at the Issuertime such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 18 months of acquisition thereof; (vi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower or any Subsidiary under such lease; (vii) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the execution or other enforcement of such Liens in an aggregate amount exceeding $50,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the Liens permitted in the foregoing clauses (i) through (viii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Borrower and any of its Subsidiaries, provided that the aggregate amount of Indebtedness secured by Liens pursuant to this clause (ix) shall not at any time exceed $250,000; (x) any extension, renewal or replacement, or the combination of, the Guarantor foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property); and (xi) additional Liens upon real and/or personal property of the Borrower or any of their respective other Subsidiariesits Subsidiaries created after the date hereof so long as Unsecured Debt (as defined below) shall not, at any time, exceed Eligible Assets (as defined below). In these Conditions:For the purposes of Section 5.02(a)(xi):

Negative Pledge. So long as any Note remains outstanding (as defined in After the Agency Agreement) neither the Issuer nor the Guarantor willClosing Date, Parent will not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding not permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Subsidiary to, create, assume or suffer to be created any of its Lien on any asset now owned or their present or future businesshereafter acquired by it, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) 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 any Permitted Encumbrances; (b) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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, constructing or improving such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition, construction or improvement thereof; (d) any 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 does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by Parent or cover a Subsidiary and not created in contemplation of such acquisition; (f) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Guarantor foregoing clauses of this Section 5.08; 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 (i) do not secure Debt and (ii) do not secure any single obligation (or any group of their respective other Subsidiaries. In these Conditions:related obligations) in an amount exceeding $100,000,000; (h) Liens existing on the Closing Date and set forth on Schedule 5.08 hereto; and (i) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any time outstanding under this Section 5.08(i) together with the aggregate principal amount of unsecured Debt of non-Credit Parties outstanding pursuant to Section 5.09(g), not to exceed 10% of Adjusted Consolidated Net Worth.

Negative Pledge. So long as any Note remains outstanding (as defined in After the Agency Agreement) Closing Date, neither the Issuer Borrower nor the Guarantor willany Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under any Lien existing prior to 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 Closing Date securing Debt; (b) such any Lien on bonds issued by the Metrocrest Hospital Authority (and related proceeds and other distributions) granted to secure the Borrower's obligations under the Metrocrest Reimbursement Agreement and the Securities Pledge and Security Interest or other arrangement Agreement referred to therein; (whether or not it includes the giving of a Security Interestc) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) any Lien arising out of the Noteholdersrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by clause (a) above; provided that, the foregoing provisions shall not apply to any Security Interest that (i) arising by operation the principal amount of law or such Debt is not increased and (ii) created such Debt is not secured by an entity any additional assets; (d) if the letters of credit issued pursuant to the Metrocrest Reimbursement Agreement are replaced by other letters of credit issued for the same purpose, any Lien securing the Borrower's obligations under the reimbursement agreement relating to such replacement letters of credit; provided that (i) the aggregate amount of such letters of credit does not exceed $70,000,000 and (ii) the Borrower's obligations under the related reimbursement agreement are not secured or required to be secured by any assets except the assets by which the Borrower's obligations under the Metrocrest Reimbursement Agreement are secured or required to be secured; (e) any Lien securing Non-Recourse Purchase Money Debt; (f) any Lien on assets of a Person which becomes a Subsidiary after the date of creation Closing Date; provided that such Lien secures only (i) Debt of such Security Interest where the Security Interest Person that is outstanding when such Person becomes a Subsidiary and was not created in connection with or in contemplation of such entity becoming 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 business; (h) any Lien imposed by any 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 Borrower and its Subsidiaries in accordance with GAAP; (i) Liens on cash and cash equivalents securing obligations of the Borrower and its Subsidiaries with respect to workers' compensation, malpractice and other insurance policies; (j) Liens arising in the ordinary course of business (other than Liens permitted by clause (g), (h) or (i) above) which (i) do not secure Financial Obligations and (ii) do not secure monetary obligations in an aggregate outstanding amount exceeding $70,000,000; (k) Liens on cash and cash equivalents securing Hedging Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may not exceed $100,000,000 at any time; (l) any Lien on cash and cash equivalents securing LC Reimbursement Obligations pursuant to Section 6.03; (m) any Lien on an asset leased by the Borrower or a Subsidiary under a capital lease securing its obligations as lessee under such capital lease; (n) any Lien on any asset of a Subsidiary securing Debt owed to the Borrower; and (o) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt; provided that, immediately after any such Debt is incurred, the sum of (i) the aggregate outstanding principal amount of all Debt secured pursuant to this clause (o) and does (ii) without duplication, the aggregate outstanding principal amount of Debt of Subsidiaries incurred in reliance on clause (g) of Section 5.08 shall not extend to exceed 10% (or, if at such time the Borrower has Investment Grade Ratings from S&P and ▇▇▇▇▇'▇ and at least one such rating is BBB or cover any undertakingBaa2 or better, assets or revenues (including any uncalled capital20%) of the Issuer, Consolidated Net Worth of the Guarantor or any of their respective other Subsidiaries. In these Conditions:Borrower at such time.

Negative Pledge. So long as Neither a Credit Party nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or the Guarantee, as the case may be) are secured by the Security Interest equally Effective Date and rateably with the Relevant Indebtedness; or listed on Schedule 5.9 hereto; (b) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event, so long as such Lien does not attach to any other asset of such Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 90 days after the acquisition thereof; (d) any Lien 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, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (e) any Lien existing on any asset prior to the acquisition thereof by a Credit Party or a Subsidiary and does not extend 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 the amount of such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $5,000,000 and (iii) do not in the aggregate materially detract from the value of the assets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.15(iv) hereof; (j) Liens incurred or deposits or pledges (1) made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, (ii) to secure the payment or cover any undertakingperformance of tenders, assets statutory or revenues 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 uncalled capital) State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the Issuerforegoing in connection with any contract or statute (exclusive of obligations for the payment of borrowed money), the Guarantor 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 regulatory authority or its nominee or made to comply or maintain compliance with Section 5.16 or any similar provision or agreement; and (k) Liens not otherwise permitted by the foregoing clauses of their respective other Subsidiariesthis Section 5.9 securing Debt in an aggregate principal or face amount at any date not to exceed $250,000,000. In these Conditions: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 group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding Restricted Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (as defined a) Liens existing on the date of this Agreement; (b) 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 Agency Agreement) neither purpose of financing all or any part of the Issuer nor the Guarantor will, and each will procure that none cost of its Subsidiaries acquiring such asset (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 the Guarantor, as the case may beand/or, in the case of the creation acquisition of a Security Interestbusiness, before 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 same time andsuch 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 the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, in extension, renewal or refunding of any other case, promptly, takes any and all action necessary to ensure that (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are Debt secured by any Lien permitted by any of the Security Interest equally foregoing clauses of this Section, provided that such Debt is not increased and rateably with the Relevant Indebtedness; or is not secured by any additional assets; (bh) such other Security Interest Liens in favor of any customer (including any Governmental Authority) to secure partial, progress, advance or other arrangement (whether payments or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply performance pursuant to any Security Interest contract or statute or to secure any related indebtedness or to secure Debt guaranteed by a Governmental Authority; (i) Liens incurred in the ordinary course of business not securing Debt which do not impair in any material respect the usefulness in the business of the Borrower and its Restricted Subsidiaries of the assets to which such Liens attach; materialmen’s, suppliers’, tax or other similar Liens arising in the ordinary course of business securing obligations which are not overdue or are being contested in good faith by appropriate proceedings; Liens arising by operation of law in favor of any lender to the Borrower or (ii) created by an entity which becomes any Restricted Subsidiary in the ordinary course of business constituting a Subsidiary after the date banker’s lien or right of creation of such Security Interest where the Security Interest was not created offset in connection with or in contemplation of such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) moneys of the IssuerBorrower or a Restricted Subsidiary deposited with such lender in the ordinary course of business; and appeal bonds in respect of appeals being prosecuted in good faith; (j) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the Guarantor aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $50,000,000; (k) Liens securing Debt equally and ratably securing the Loans and such Debt; provided that the Required Lenders may, in their sole discretion, refuse to take any Lien on any asset (which refusal will not limit the Borrower’s or any Restricted Subsidiary’s ability to incur a Lien otherwise permitted by this Section 5.08(k)); such Lien may equally and ratably secure the Loans and any other obligation of the Borrower or any of their respective its Subsidiaries, other Subsidiariesthan an obligation that is subordinated to the Loans; (l) Liens securing contingent obligations in an aggregate principal amount not to exceed $25,000,000; and (m) 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 at the time of incurrence the greater of 12.5% of Consolidated Net Worth or $75,000,000. In these Conditions:For the avoidance of doubt, the creation of a security interest arising solely as a result of, or the filing of UCC financing statements in connection with, any sale by the Borrower or any of its Subsidiaries of accounts receivable not prohibited by Section 5.07 shall not constitute a Lien prohibited by this covenant.

Negative Pledge. So long as any Note of the Notes remains outstanding (as defined in the Agency AgreementTrust Deed), no relevant Obligor will (except as otherwise required by law or a court of competent jurisdiction) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding permit to subsist any 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 existing or future Relevant Indebtedness of any person (as defined belowor to secure any guarantee given by any relevant Obligor of any Relevant Indebtedness of any person), unless the Issuer such Obligor shall, simultaneously with, or the Guarantorprior to, as the case may be, in the case of the creation of a Security Interestsuch Security, before or at the same time and, in any other case, promptly, takes take any and all action necessary to ensure procure that (a) all amounts payable by it any relevant Obligor under the Notes (and/or Notes, the Guarantee, as Coupons and the case may be) Trust Deed are secured by the Security Interest equally and rateably with therewith by such Security in the Relevant Indebtedness; same manner or (b) in a manner satisfactory to the Trustee or that such other Security Interest is provided as the Trustee shall, in its absolute discretion, deem not materially less beneficial to the Noteholders or other arrangement (whether or not it includes the giving of a Security Interest) as shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency AgreementTrust Deed) of the Noteholders; provided that, the . The foregoing provisions shall not apply to any Security Interest to: (i) arising by operation of law or (ii) any Security created by an entity any relevant Obligor after the date of issue of the Notes in substitution for any Security created by a company which becomes a Subsidiary (as defined in the Trust Deed) of such Obligor after the date of creation issue of the Notes (if such last-mentioned Security Interest where shall have been created prior to the Security Interest was date of, and not created in connection with or in contemplation of of, such entity company becoming a Subsidiary and of such Obligor) the value of which does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) materially exceed the then current value of the IssuerSecurity for which it is being substituted; (ii) any Security created by any relevant Obligor (whether prior to, simultaneously with or following the issue of the Relevant Indebtedness) upon an amount of assets with a value not exceeding the amount of the proceeds or the anticipated proceeds of, or upon the proceeds (or any 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 Guarantor proceeds (or any part or parts of their respective the proceeds) of, any such Relevant Indebtedness; and (iii) any Security relating to any loan or other Subsidiaries. In these Conditions:indebtedness which does not wholly come within the definition of Relevant Indebtedness set out below.

Negative Pledge. So long as Neither Borrower and no Subsidiary will create, assume or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willLien on any asset now owned or hereafter acquired by it, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under any Lien existing on any asset of any Person at 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) time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (b) 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 attached to such asset concurrently with or within six months after the acquisition thereof; (c) 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 does not extend created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Subsidiary and not created in contemplation of such acquisition; (e) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Guarantor foregoing clauses of this subsection 6.1; provided, that the principal amount of such Debt is not increased and such Debt is not secured by any additional assets; (f) Permitted Encumbrances; (g) Liens to secure indebtedness of the pollution control or industrial revenue bond type and Liens in favor of the United States or any state thereof, or any department, agency, instrumentality or political subdivision of their respective other Subsidiaries. In these Conditions:any such jurisdiction, to secure any Debt incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto; and (h) Liens not otherwise permitted by the foregoing clauses of this subsection 6.1, securing Debt in an aggregate principal amount at any time outstanding not to exceed 10% of Consolidated Net Assets.

Negative Pledge. So long as Neither such Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary of such Borrower will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) Liens arising pursuant to securitization of accounts receivable in respect of recovery by ConEd or O&R of Electric and/or Steam Stranded Cost and Liens in connection with up to $46,300,000 aggregate principal amount of 5.22% Transition Bonds, Series 2004-1 of Rockland Electric Transition Funding LLC; (c) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (d) any Lien 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, provided that such Lien attaches to such asset concurrently with or within 90 days after such acquisition; (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 and does not extend created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Subsidiary and not created in contemplation of such acquisition; (g) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, the Guarantor extension, renewal or refunding of any Debt secured by any Lien permitted by any of their respective other Subsidiaries. In these Conditions: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 its business which (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; (j) Liens in the ordinary course of business for the purpose of securing or collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any jurisdiction; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of such Borrower and its Subsidiaries in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Total Capital of such Borrower.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding Restricted Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (as defined a) Liens existing on the date of this Agreement; (b) 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 Agency Agreement) neither purpose of financing all or any part of the Issuer nor the Guarantor will, and each will procure that none cost of its Subsidiaries acquiring such asset (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 the Guarantor, as the case may beand/or, in the case of the creation acquisition of a Security Interestbusiness, before 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 same time andsuch 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 the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, in extension, renewal or refunding of any other case, promptly, takes any and all action necessary to ensure that (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are Debt secured by any Lien permitted by any of the Security Interest equally foregoing clauses of this Section, provided that such Debt is not increased and rateably with the Relevant Indebtedness; or is not secured by any additional assets; (bh) such other Security Interest Liens in favor of any customer (including any Governmental Authority) to secure partial, progress, advance or other arrangement (whether payments or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply performance pursuant to any Security Interest contract or statute or to secure any related indebtedness or to secure Debt guaranteed by a Governmental Authority; (i) Liens incurred in the ordinary course of business not securing Debt that do not impair in any material respect the usefulness in the business of the Borrower and its Restricted Subsidiaries of the assets to which such Liens attach; (j) carriers’, warehousemen’s, mechanics’, materialmen’s, suppliers’ or other similar Liens, in each case arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 days or are being contested in good faith by appropriate proceedings; (k) Liens for taxes, assessments or governmental charges or levies, in each case arising in the ordinary course of business securing obligations which are (i) not overdue or (ii) being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP; (l) Liens arising by operation of law in favor of any lender to the Borrower or any Restricted Subsidiary in the ordinary course of business constituting a banker’s lien or right of offset in moneys of the Borrower or a Restricted Subsidiary deposited with such lender in the ordinary course of business; (m) licenses or sublicenses of intellectual property in the ordinary course of business; (n) the interests of lessees, lessors, licensees and licensors under leases, subleases, licenses or sublicenses, as applicable, in, and the interest of managers or operators with respect to, real or personal property made in the ordinary course of business; (o) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (p) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement; (q) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j) or securing appeal bonds in respect of appeals being prosecuted in good faith; (r) pledges and deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or retirement benefits legislation or similar law or regulations; (s) Liens arising out of a conditional sale, title retention, consignment or similar arrangement for the sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (t) Liens that are contractual rights of set-off (i) relating to the establishment of depositary relations with banks or other financial institutions not given in connection with the issuance of Debt, (ii) created by an entity which becomes a Subsidiary after relating to pooled deposit or sweep accounts of the date Borrower or any of creation its Restricted Subsidiaries to permit satisfaction of such Security Interest where overdraft or similar obligations incurred in the Security Interest was not created ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) relating to agreements other than in connection with Debt or 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 Derivatives Obligations entered into by the Issuer, the Guarantor Borrower or any of its Restricted Subsidiaries; (u) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (v) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (w) Liens securing Debt equally and ratably securing the Loans and such Debt; provided that the Required Lenders may, in their respective 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 subordinated to the Loans; (x) Liens securing contingent obligations in an aggregate principal amount not to exceed $50,000,000; (y) Liens not otherwise permitted by the foregoing clauses of this Section securing obligations in an aggregate principal or face amount at any date not to exceed at the time of incurrence the greater of 12.5% of Consolidated Net Worth and $800,000,000; and (z) Liens on accounts receivable and related assets securing obligations under the Borrower’s Securitization Facility in an aggregate amount not to exceed $500,000,000. In these Conditions:For the avoidance of doubt, the creation of a security interest arising solely as a result of, or the filing of UCC financing statements in connection with, any sale by the Borrower or any of its Subsidiaries of accounts receivable not prohibited by Section 5.07 shall not constitute a Lien prohibited by this covenant.

Negative Pledge. So long as The Guarantor will not, nor will it permit any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Guarantor or any of its Subsidiaries, whether now owned or hereafter acquired, except: (i) Liens created for the benefit of the Lenders; (ii) Liens existing on December 11, 2006; (iii) Permitted Encumbrances; (iv) 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 such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Guarantor) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 18 months of acquisition thereof; (vi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower, the Guarantor or any Subsidiary under such lease; (vii) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the execution or other enforcement of such Liens in an aggregate amount exceeding $25,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the Liens permitted in the foregoing clauses (i) through (viii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Guarantor and any of its Subsidiaries, provided that the aggregate amount of Indebtedness secured by Liens pursuant to this clause (ix) shall not at any time exceed $250,000; (x) any extension, renewal or replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property), and (xi) additional Liens upon real and/or personal property of the Guarantor or any of its Subsidiaries created after December 11, 2006 so long as Unsecured Debt (as defined below) willshall not, create or have outstanding at any mortgagetime, 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 exceed Eligible Assets (as defined below), unless . For the Issuer or the Guarantor, as the case may be, in the case purposes of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Section 5.02(a)(xi):

Negative Pledge. So long as Create, incur, assume or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, Lien on 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)property now owned or hereafter acquired or, unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens securing the Notes Obligations pursuant to the Loan Documents (and/or the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or if any); (b) such other Security Interest Permitted Encumbrances; (c) any Liens on any property or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) assets of the NoteholdersBorrower or its Restricted Subsidiaries existing on the Second Amendment Effective Date set forth on Schedule 7.2; provided thatprovided, the foregoing provisions that such Lien shall not apply to any Security Interest other property or asset of the Borrower or any Restricted Subsidiary; (d) 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 Lease Liabilities) and extensions, renewals and replacements of any such Liens that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) (except by an amount no greater than accrued and unpaid interest with respect to such original Lien, any existing unutilized commitments thereunder and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing); provided, that (i) arising such Lien secured Indebtedness permitted by operation of law or Section 7.1(c), (ii) created by an entity which becomes a Subsidiary such Lien attaches to such asset concurrently or within 270 days after the date acquisition, improvement or completion of creation of the construction thereof, (iii) such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or cover improving such fixed or capital assets; (e) extensions, renewals, or replacements of any undertaking, assets or revenues Lien referred to in paragraphs (including any uncalled capitala) through (d) of this Section 7.2; provided, that the Issuerprincipal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the Guarantor assets originally encumbered thereby; (f) Liens securing Acquired Indebtedness permitted under Section 7.1(i), provided that (i) such Liens do not at any time encumber any property other than property of the Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and (ii) such Liens shall exist prior to the applicable Permitted Acquisition and shall not be incurred in anticipation of the applicable Permitted Acquisition; (g) Liens securing Indebtedness permitted by Section 7.1(j); (h) Liens in cash and Permitted Investments securing the reimbursement and related obligations under Additional Letters of Credit; (i) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; and (j) customary escrow arrangements and segregated accounts (to the extent such segregated account is deemed to have incurred an encumbrance in connection with any covenants applicable to the proceeds contained in such segregated account), in each case, permitted by the definition of their respective other Subsidiaries. In these Conditions:Specified Cash.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Borrower will not, and each will procure that none not permit any of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, create, incur, assume or suffer to exist any Lien on 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)property now owned or hereafter acquired or, unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all amounts payable by it under other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the Notes (and/or the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; priority of payments set forth in Section 2.22 or Section 8.2 of this Agreement; (b) such other Security Interest Permitted Encumbrances; (c) any Liens on any property or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) asset of the NoteholdersBorrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided thatprovided, the foregoing provisions that such Lien shall not apply to any Security Interest other property or asset of the Borrower or any Subsidiary; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) arising such Lien secures Indebtedness permitted by operation of law or Section 7.1(c), (ii) created by an entity 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 (iv) the principal amount of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Liens securing Indebtedness permitted pursuant to Section 7.1(f); provided, that such Lien does not extend to any assets other than the assets of the Person which becomes a Subsidiary after the date of creation this Agreement; and (f) extensions, renewals, or replacements of such Security Interest where the Security Interest was not created any Lien referred to in connection with or in contemplation of such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues paragraphs (including any uncalled capitala) through (e) of this Section 7.2; provided, that the Issuerprincipal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the Guarantor or any of their respective other Subsidiaries. In these Conditions:assets originally encumbered thereby.

Negative Pledge. So long as any Note remains outstanding No Obligor shall (as defined in and the Agency Agreement) neither the Issuer nor the Guarantor will, and each will Company shall procure that none no member of its Subsidiaries (as defined below) willthe Bank Group shall), without the prior written consent of an Instructing Group, create or have outstanding permit to subsist any mortgage, charge, lien, pledge Encumbrance over all or other security interest (each a “Security Interest”) upon, or with respect to, any of its or their present or future business, undertaking, 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 first Utilisation Date; or (ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 25.2; (b) which arises by operation of Law or revenues 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 Relevant Finance Documents (including any uncalled capitalAdditional Facilities) and any Senior Secured Notes Documents; (d) arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness); (e) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which: (i) arises in the ordinary course of trading and/or by operation of Law; (ii) is entered into by any member of the Bank Group in the normal course of its banking arrangements for the purpose of netting debit and credit balances on bank accounts of members of the Bank Group operated on a net balance basis; (iii) arises in respect of netting or set off arrangements contained in any Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging); (iv) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and entered into in the ordinary course of business of the relevant member of the Bank Group; or (v) which is a retention of title arrangement with respect to customer premises equipment in favour of a supplier (or its Affiliate); provided that the title is only retained to individual items of customer premises equipment in respect of which the purchase price has not been paid in full; (f) which arises in respect of any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability; (g) over or affecting any asset acquired by a member of the Bank Group after the Original Execution Date and subject to which such asset is acquired, if: (i) such Encumbrance was not created in contemplation of the acquisition of such asset by a member of the Bank Group; and (ii) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) or (j) of Clause 25.4 (Financial Indebtedness) and the amount of Financial Indebtedness so secured is not increased at any time; (h) over any property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (e) of Clause 25.6 (Disposals), shall not exceed £100 million at any time; (i) over or affecting any asset of any company which becomes a member of the Bank Group after the Original Execution Date, where such Encumbrance is created prior to the date on which such company becomes a member of the Bank Group, if: (i) such Encumbrance was not created in contemplation of the acquisition of such company; and (ii) to secure any Relevant the extent not repaid by close of business on the date upon which such company became a member of the Bank Group, the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (as defined belowg) or (j) of Clause 25.4 (Financial Indebtedness), unless the Issuer or the Guarantor, as the case may be, ; (j) constituted by a rent deposit deed entered into on arm’s length commercial terms and in the case ordinary course of business securing the obligations of a member of the creation Bank Group in relation to property leased to a member of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that Bank Group; (ak) 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 constituted by an Extraordinary Resolution arrangement referred to in paragraph (as defined in the Agency Agreementd) of the Noteholders; definition of Financial Indebtedness; (l) which is granted over the shares of, Indebtedness owed by or other interests held in, or over the assets (including, without limitation, present or future revenues), attributable to a Project Company, a Bank Group Excluded Subsidiary or a Permitted Joint Venture; (m) over cash deposited as security for the obligations of a member of the Bank Group in respect of a performance bond, guarantee, standby letter of credit or similar facility entered into in the ordinary course of business of the Bank Group; (n) which is created by any member of the Bank Group in substitution for any Existing Encumbrance referred to in paragraph (a)(ii) above, provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 25.2; (o) securing any Financial Indebtedness on a pari passu or junior ranking basis with respect to any part of the Facilities, provided that: (i) the ratio of Consolidated Senior Net Debt to Consolidated Operating Cashflow (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) would be equal to, or less than, 3.00:1.00 (rounded to the foregoing provisions second decimal number), provided that this limitation shall not apply to any Security Interest Financial Indebtedness the proceeds of which are used to refinance (A) the Facilities (including any Additional Facility), (B) any Senior Secured Notes or (C) any other Financial Indebtedness which is secured by assets that are subject to the Security; (ii) the proceeds of any such Financial Indebtedness shall not be used in payment of any dividends or distributions to the Ultimate Parent’s shareholders or any repurchase of capital stock of the Ultimate Parent; and (iii) (A) any such Financial Indebtedness ranking pari passu with the Facilities outstanding on the Original Execution Date or any Financial Indebtedness that would have ranked pari passu with the Facilities outstanding on the Original Execution Date is subject to the Group Intercreditor Agreement and the HYD Intercreditor Agreement and (B) any such Financial Indebtedness which is secured on a junior ranking basis over assets subject to the Security, such junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any payment will be subordinated to the rights of the Relevant Finance Parties under an intercreditor agreement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and, in each case, the Relevant Finance Parties agree to execute such intercreditor agreement as soon as practicable following request from the Company; or (p) securing Financial Indebtedness the principal amount of which (when aggregated with the principal amount of any other Financial Indebtedness which has the benefit of an Encumbrance other than as permitted pursuant to paragraphs (a) to (o) above) does not exceed £330 million (or its equivalent in other currencies), including Financial Indebtedness: (i) arising by operation of law or which may be secured on assets not subject to the Security; or (ii) created by an entity which becomes may be secured on a Subsidiary after junior ranking basis over assets subject to the date Security provided that such junior ranking security shall be granted on terms where the rights of creation the relevant mortgagee, chargee or other beneficiary of such Security Interest where security in respect of any payment will be subordinated to the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) rights of the Issuer, Relevant Finance Parties under an intercreditor arrangement (providing for contractual subordination on terms comparable to the Guarantor or any Loan Market Association’s form of their respective other Subsidiaries. In these Conditions:intercreditor agreement at such time for mezzanine debt) and provided further that each of the Relevant Finance Parties agrees to execute such intercreditor agreement as soon as practicable following request from the Company.

Negative Pledge. So long as The Borrower will not create, assume or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willLien on any asset now owned or hereafter acquired by it, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are secured Liens granted by the Security Interest equally and rateably with Borrower existing as of the Relevant Indebtedness; or Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) [Reserved]; (c) any Lien on any asset of any Person existing at the time such other Security Interest Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other arrangement governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not it includes recorded) affecting the giving use of a Security Interestreal property; (k) shall be provided as is approved by Liens with respect to judgments and attachments which do not result in an Extraordinary Resolution Event of Default; (as defined 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 Agency Agreementordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest its business which (i) arising by operation of law or do not secure Indebtedness, (ii) created by do not secure any obligation in an entity amount exceeding $100,000,000 at any time at which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and Investment Grade Status does not extend exist as to or cover any undertaking, the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including any uncalled capitaln) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at the time of issuance, a Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Issuer, Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the Guarantor or any Consolidated Net Assets of their respective other Subsidiaries. In these Conditions:the Borrower; (p) Liens on fuel used by the Borrower in its power generating business; and (q) Liens on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSignificant Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement; (b) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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 Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Subsidiary and not created in contemplation of such acquisition; (f) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, the Guarantor extension, renewal or refunding of any Debt secured by any Lien permitted by any of their respective 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 (including, without limitation, Liens on assets securing Debt, interest on which is exempt from federal income tax (“Exempt Debt”); Liens for taxes, assessments or government charges; Liens arising out of the existence of judgments not constituting an Event of Default; statutory and contractual landlords’ liens under leases; Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties; and Liens arising out of claims under any Environmental Law provided such Liens are being contested in good faith) which (i) do not secure Debt (other than Exempt Debt) or Derivatives Obligations and (ii) do not in the aggregate materially detract from the value or materially impair the use of the assets of the Borrower and its Subsidiaries. In these Conditions:, taken as a whole; (h) Liens securing Derivatives Obligations, provided that the aggregate amount of assets subject to such Liens may at no time exceed $300,000,000; and (i) 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 25% of Consolidated Total Assets.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Borrower will not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, not permit any of its Restricted Subsidiaries to, create, incur, assume or their present or future business, undertaking, suffer to exist any Lien on any of its assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below)property now owned or hereafter acquired or, unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all amounts payable by it under other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the Notes (and/or the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; priority of payments set forth in Section 2.22 or Section 8.2 of this Agreement; (b) such other Security Interest Permitted Encumbrances; (c) any Liens on any property or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) asset of the NoteholdersBorrower or any Restricted Subsidiary existing on the Third Amendment Effective Date set forth on Schedule 7.2; provided thatprovided, the foregoing provisions that such Lien shall not apply to any Security Interest other property or asset of the Borrower or any Restricted Subsidiary; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) arising such Lien secures Indebtedness permitted by operation of law or Section 7.1(c), (ii) created by an entity which becomes a Subsidiary such Lien attaches to such asset concurrently or within 180 days after the date acquisition, improvement or completion of creation of the construction thereof; (iii) such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and Lien does not extend to or cover any undertaking, assets or revenues other asset; and (including any uncalled capitaliv) the principal amount of the IssuerIndebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets on the Guarantor date of such acquisition, construction or improvement; (e) Liens on property or Capital Stock of any Person that becomes a Restricted Subsidiary after the Third Amendment Effective Date in accordance with the terms of this Agreement; provided that such Liens (i) exist at the time such Person becomes a Restricted Subsidiary and are not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary, (ii) do not extend to any property owned by the Borrower or its other Restricted Subsidiaries and (iii) the aggregate principal amount of Indebtedness does not exceed the amount permitted pursuant to Section 7.1(f); (f) Liens on property at the time the Borrower or any of their respective its Restricted Subsidiaries acquires the property (including by way of merger with or into the Borrower or any Subsidiary); provided that such Liens (i) exist at the time of such acquisition and are not created in contemplation or in connection with such acquisition, and (ii) do not extend to any other property owned by the Borrower or its Restricted Subsidiaries. In these Conditions:; (g) Refinancings, extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (f) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, extension, renewal or replacement and by an amount equal to any accrued and unpaid interest and fees thereon and that any such refinancing, extension, renewal or replacement is limited to the assets originally encumbered thereby; (h) Liens securing any Indebtedness permitted by any of Sections 7.1(i), 7.1(j), 7.1(k), and 7.1(l), subject to the terms and conditions of such Section; provided, that such Liens securing any Indebtedness permitted by Section 7.1(j) or 7.1(k) may only extend to property and Capital Stock of Foreign Subsidiaries; (i) Liens securing Indebtedness permitted by this Agreement (which may include Indebtedness for borrowed money, to the extent permitted by this Agreement), in an amount at any time outstanding not to exceed the greater of (x) $50,000,000 and (y) 15% of LTM Consolidated EBITDA (as of the date incurred); and (j) Liens securing Indebtedness (other than for borrowed money) in an aggregate principal amount outstanding at any time that does not exceed $5,000,000 and such Liens do not encumber the Capital Stock of any Subsidiary.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Company will not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding not permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Material Subsidiary to, create, assume or suffer to exist any of its or their present or future businessLien securing Debt on any Restricted Property, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on 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 date of this Agreement; (b) any Lien existing on any asset of any Person at the time such other Security Interest Person becomes (or other arrangement (whether merges or not it includes the giving of combines with) a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Material Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming a event; (c) any Lien on any asset (and improvements thereto and proceeds thereof) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within one year after the acquisition thereof; (d) any Lien on any improvements constructed on any property of the Company or any such Material Subsidiary and does not extend to any theretofore unimproved real property on which such improvements are located securing Debt incurred for the purpose of financing all or cover any undertaking, assets or revenues (including any uncalled capital) part of the Issuercost of constructing such improvements; provided that such Lien attaches to such improvements within one year after the later of (i) completion of construction of such improvements and (ii) commencement of full operation of such improvements; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Material Subsidiary and not created in contemplation of such acquisition; (f) Liens on property of the Company or a Material Subsidiary in favor of any Governmental Authority to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the Guarantor purpose of financing all or any part of their respective the purchase price or the cost of construction of the property subject to such Liens; (g) Liens resulting from judgments that have been stayed or bonded or not exceeding $500,000,000; (h) Liens on property of any Material Subsidiary in favor of the Company and/or one or more Material Subsidiaries; (i) any Lien created or subsisting in order to comply with Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or pursuant to Section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV); (j) any Lien entered into by the Company or any Material Subsidiary in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and any Lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom the Company or the relevant Material Subsidiary maintains a banking relationship in the ordinary course of business; (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed the greater of (x) 15% of Consolidated Net Tangible Assets (measured at the time of incurrence of such Debt) and (y) $7,500,000,000; and (l) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 5.03; provided that such Debt is not increased and is not secured by any additional assets other Subsidiaries. In these Conditions:than improvements thereon and proceeds thereof.

Negative Pledge. So long as The Borrower will not create, assume or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willLien on any asset now owned or hereafter acquired by it, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are secured Liens granted by the Security Interest equally and rateably with Borrower existing on the Relevant Indebtedness; or date of this Agreement securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Lien on any asset of any Person existing at the time such other Security Interest Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (c) any Lien existing on any asset prior to the acquisition thereof by the Borrower 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 Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other arrangement governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not it includes recorded) affecting the giving use of a Security Interestreal property; (j) shall be provided as is approved by Liens with respect to judgments and attachments which do not result in an Extraordinary Resolution Event of Default; (as defined k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the Agency Agreementordinary course of business; (l) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest its business which (i) arising by operation of law or do not secure Indebtedness, (ii) created by do not secure any obligation in an entity amount exceeding $100,000,000 at any time at which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and Investment Grade Status does not extend exist as to or cover any undertaking, the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including 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 uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:date not to exceed $500,000,000.

Negative Pledge. So long as The Borrower will not create, assume or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willLien on any asset now owned or hereafter acquired by it, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are secured Liens granted by the Security Interest equally and rateably with Borrower existing on the Relevant Indebtedness; or date of this Agreement securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Lien on any asset of any corporation existing at the time such other Security Interest corporation is merged or consolidated with or into the Borrower and not created in contemplation of such event; (c) any Lien existing on any asset prior to the acquisition thereof by the Borrower 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 Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, PROVIDED that such Indebtedness is not increased and is not secured by any additional assets; (f) Liens for taxes, assessments or other arrangement governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not it includes recorded) affecting the giving use of a Security Interestreal property; (j) shall be provided as is approved by Liens with respect to judgments and attachments which do not result in an Extraordinary Resolution Event of Default; (as defined k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the Agency Agreementordinary course of business; and (l) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest its business which (i) arising by operation of law or do not secure Indebtedness, (ii) created by do not secure any obligation in an entity amount exceeding $100,000,000 at any time at which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and Investment Grade Status does not extend exist as to or cover any undertaking, the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or revenues (including any uncalled capital) materially impair the use thereof in the operation of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:its business.

Negative Pledge. So long as Neither the Borrower nor any Note remains Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien existing on any asset on the Effective Date securing Debt outstanding on the Effective Date; (as defined in the Agency Agreementb) neither the Issuer nor the Guarantor willany Lien existing on any asset of, and each will procure that none of its Subsidiaries (as defined below) willor capital stock of, create or have outstanding any mortgage, charge, lien, pledge or other security ownership interest (each a “Security Interest”) upon, or with respect toin, any Person (such capital stock and other ownership interests are collectively referred to herein as "Stock") at the time such Person becomes a Subsidiary, which Lien was not created in contemplation of its such event; (c) any Lien on any asset securing the payment of all or their present part of the purchase price of such asset upon the acquisition thereof by the Borrower or future business, undertaking, assets a Subsidiary or revenues securing Debt (including any uncalled capitalobligation as lessee incurred under a capital lease) to secure 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 Relevant Indebtedness (as defined belowimprovements on an existing property) or the commencement of full operation of such asset or property, whichever is later), unless which Debt is incurred or assumed for the Issuer purpose of financing all or part of the Guarantor, as the case may becost of acquiring such asset or, in the case of the creation of a Security Interestreal property, before construction or at the same time andimprovements thereon; provided, that in any other case, promptly, takes any and all action necessary to ensure that (a) 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; of any such acquisition, construction 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided thatimprovement, the foregoing provisions Lien shall not apply to any Security Interest asset theretofore owned by the Borrower or a Subsidiary, other than assets so acquired, constructed or improved; (id) arising by operation any Lien existing on any asset or Stock of law any Person at the time such Person is merged or (ii) created by an entity which becomes consolidated with or into the Borrower or a Subsidiary after the date of creation of such Security Interest where the Security Interest which Lien was not created in connection with 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 entity becoming a Subsidiary and does not extend to or cover acquisition; (f) any undertaking, assets or revenues Lien arising out of the Refinancing of any Debt secured by any Lien permitted by any of the subsections (including any uncalled capitala) through (e) of this Section 5.11, provided the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:principal amount of

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) will, create assume or have outstanding suffer to exist any mortgage, charge, lien, pledge Lien securing Debt on any asset now owned or other security interest (each a “Security Interest”) uponhereafter acquired by it, or assign any right to receive income, except: (i) Liens existing on the date of this Agreement and disclosed on Schedule 5.08 attached hereto and any renewals or extensions thereof, provided that the property covered thereby is not changed; (ii) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary or is merged into or consolidated with respect toan 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 other property or asset of the Borrower or any of its or their present or future businessSubsidiaries, undertaking, assets or revenues and (including any uncalled capitaliii) to such Lien shall secure any Relevant Indebtedness (as defined below), unless only those obligations which it secures on the Issuer date of such acquisition or the Guarantordate such Person becomes a Subsidiary, as the case may be, in ; (iii) any Lien on any asset securing Debt incurred or assumed for the case purpose of financing all or any part of the creation cost of a Security Interest, before acquiring or at the same time and, in any other case, promptly, takes any and all action necessary to ensure constructing such asset; provided that (a) 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 (bi) such other Security Interest Lien attaches to such asset concurrently with or other arrangement within 180 days after the acquisition or construction thereof and (whether or not it includes the giving of a Security Interestii) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions such Lien shall not apply to any Security Interest other property or asset of the Borrower or any of its Subsidiaries; (iiv) arising any Lien existing on any asset prior to the acquisition thereof by operation of law the Borrower or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or primarily in contemplation of such entity becoming a acquisition; (v) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 5.08, provided that such Debt is not increased and is not secured by any additional assets; (vi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j); (vii) any Lien on or with respect to the property or assets of any Subsidiary securing obligations owing to the Borrower or another Subsidiary; (viii) rights of offset and does bankers’ liens in connection with Debt permitted hereby; and (ix) Liens not extend otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any time outstanding not to or cover any undertaking, assets or revenues exceed ten percent (including any uncalled capital10%) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Tangible Net Worth.

Negative Pledge. So long as Neither the Company nor any Note remains Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (A) 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 aggregate principal amount not exceeding $50,000,000; (as defined in the Agency AgreementB) neither the Issuer nor the Guarantor will, and each will procure that none any Lien existing on any asset of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 the Guarantor, as the case may be, in the case of the creation of a Security Interest, before or entity at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such event; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (C) any Lien on any asset securing Debt incurred or 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 becoming 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 entity existing at the time such entity is merged or consolidated with or into the Company or a such Consolidated Subsidiary and does not extend 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 cover a Consolidated Subsidiary and not created in contemplation of such acquisition; provided that the obligations secured by such Lien are not increased and are not secured by any undertaking, assets or revenues additional assets; (including F) any uncalled capital) Lien arising out of the Issuerrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Guarantor 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 their respective 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 Subsidiaries. In these Conditions: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. So Neither the Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $25,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the 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 corporation existing at the time such corporation is merged or consolidated with or into the Company or a 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 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) any Lien in favor of the holder of Debt (or any Person 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 any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge execution or other security interest (each a “Security Interest”) upon, enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings and the Company 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 the Guarantorsuch Consolidated Subsidiary, as the case may be, has established appropriate reserves against such claims in accordance with generally accepted accounting principles; (h) Liens incidental to the normal conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the case aggregate materially detract (due to the amount of the creation liability secured by such Liens or otherwise) from the value of the assets of the Company and the Company's Consolidated Subsidiaries taken as a Security Interest, before whole or at in the same time 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, in any other case, promptly, takes any and all action necessary to ensure (i) Liens not otherwise permitted by the foregoing clauses of this Section; provided that (ai) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are aggregate outstanding principal amount of Debt secured by all such Liens on Current Assets shall not at any time exceed 20% of Current Assets and (ii) the Security Interest equally and rateably with the Relevant Indebtedness; or aggregate outstanding principal amount of Debt secured by all such Liens (bincluding Liens referred to in clause (i) such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interestthis proviso) shall be provided 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 is approved by an Extraordinary Resolution 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 the Agency Agreement) Regulation U of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation Board of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) Governors of the IssuerFederal Reserve System), if and to the Guarantor or any extent that the value of their respective other Subsidiariesthe margin stock with respect to which the rights of the Company and its Subsidiaries are MASCOTECH, INC. In these Conditions: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. So long (a) Except as provided below, no member of the Group may create or allow to exist any Note remains outstanding Security Interest on any of its assets. Table of Contents (b) Paragraph (a) does not apply to: (i) any Security Interest existing (or contemplated by the terms (as defined in at the Agency date of this Agreement) neither of any financing arrangement referred to in Clause 20.7(b)(ii) (Financial Indebtedness)) over any asset of a member of the Issuer nor the Guarantor will, and each will procure that none Group or of Mittal Steel USA or any of its Subsidiaries as at the date of this Agreement, but only to the extent that: (as defined belowA) will, create or have outstanding the principal amount secured by any mortgage, charge, lien, pledge or other security interest such Security Interest is not increased; (each a “B) the maturity of any Financial Indebtedness secured by any such Security Interest”Interest is not extended; and (C) upon, or with respect to, any of its or their present or future business, undertaking, assets or revenues (including Financial Indebtedness secured by any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or the Guarantor, as the case may besuch Security Interest is not refinanced, in each case after the case date of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that this Agreement; (aii) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest comprising a netting or set-off arrangement entered into by a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (iiii) any Security Interest arising out of retention of title provisions in a supplier’s standard conditions of supply of goods where the goods in question are supplied on credit and acquired in the ordinary course of business; (iv) any lien arising by operation of law and in the ordinary course of trading; (v) any Security Interest on an asset, or (ii) created an asset of any person, acquired by an entity which becomes a Subsidiary member of the Group after the date of creation this Agreement but only for the period of such 6 months from the date of acquisition and to the extent that the principal amount secured by that Security Interest where has not been incurred or increased in contemplation of, or since, the acquisition; (vi) any Security Interest on a rental deposit given on leasehold premises in the ordinary course of trading; (vii) any Security Interest entered into pursuant to a Finance Document; (viii) any Security Interest securing Project Finance Indebtedness, but only to the extent that the Security Interest was not is created on an asset of the project being financed by the relevant Project Finance Indebtedness (and/or the shares in, and/or shareholder loans to, the company conducting such project where such company has no assets other than those relating to such project); (ix) any hire purchase, lease or conditional sale agreement other than one which would, under the applicable generally accepted accounting principles for such member of the Group, be treated as a finance or capital lease; (x) any Security Interest arising under clause 18 of the general terms and conditions (Algemene Voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions; Table of Contents (xi) any Security Interest or right of set-off which may be imposed by an account bank under the terms of its standard account documentation; (xii) any Security Interest on an asset held in Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V. as operator of the Euroclear System, or any other securities depository or any clearing house pursuant to its standard terms and procedures applicable in the ordinary course of trading; (xiii) any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as pre-judgment security for costs or expenses where any member of the Group is prosecuting or defending such action in the bona fide interest of the Group; (xiv) any Security Interest created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with pre-judgment court proceedings where any member of the Group is prosecuting or defending such action in contemplation the bona fide interest of the Group; (xv) any Security Interest on any Margin Stock (as defined in Clause 20.14(a) (ERISA) that exceeds 25 per cent. of the value of the total assets subject to paragraph (a) above at such entity becoming time; and (xvi) any Security Interest securing indebtedness the amount of which (when aggregated with the amount of any other indebtedness which has the benefit of a Subsidiary and Security Interest not allowed under the preceding sub-paragraphs) does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) exceed 10 per cent. of the Issuer, book value of the Guarantor consolidated assets of the Group or its equivalent at any of their respective other Subsidiaries. In these Conditions:time.

Negative Pledge. So 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 Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, except: (i) Liens created for the benefit of the Lenders; (ii) Liens existing on the date of this Agreement; (iii) Permitted Encumbrances; (iv) 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 such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Borrower) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 18 months of acquisition thereof; (vi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower or a Subsidiary under such lease; (vii) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the execution or other enforcement of such Liens in an aggregate amount exceeding $25,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations, (ix) in addition to the Liens permitted in the foregoing clauses (i) through (vii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Borrower and its Subsidiaries, provided that the aggregate amount of Indebtedness secured by Liens pursuant to this clause (ix) shall not at any time exceed $250,000; (x) any extension, renewal or replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property), and (xi) additional Liens upon real and/or personal property of the Borrower or such Subsidiary created after the date hereof so long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries Unsecured Debt (as defined below) willshall not, create or have outstanding at any mortgagetime, 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 exceed Eligible Assets (as defined below), unless . For the Issuer or the Guarantor, as the case may be, in the case purposes of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Section 5.02(a)(xi):

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Company will not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding not permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Subsidiary to, create, assume or suffer to exist any of its Lien on any asset now owned or their present or future businesshereafter acquired by it, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $50,000,000; (b) any Lien existing on any asset of any corporation at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which corporation becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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 180 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 Company or a Subsidiary and does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or cover a Subsidiary and not created in contemplation of such acquisition; (f) any undertaking, Lien on assets or revenues (including any uncalled capital) capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Issuer, the Guarantor Company or any of their respective its Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other Subsidiaries. In these Conditions:recourse may be had to the Company or any Subsidiaries ("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; (g) any Lien arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing 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 business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; and (i) Liens not otherwise permitted by and in addition to the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $750,000,000.

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

Negative Pledge. So long as The Borrower will not create, assume or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willLien on any asset now owned or hereafter acquired by it, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are secured Liens granted by the Security Interest equally and rateably with Borrower existing as of the Relevant Indebtedness; or Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) [reserved]; (c) any Lien on any asset of any Person existing at the time such other Security Interest Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other arrangement governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not it includes recorded) affecting the giving use of a Security Interestreal property; (k) shall be provided as is approved by Liens with respect to judgments and attachments which do not result in an Extraordinary Resolution Event of Default; (as defined 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 Agency Agreementordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest its business which (i) arising by operation of law or do not secure Indebtedness, (ii) created by do not secure any obligation in an entity amount exceeding $100,000,000 at any time at which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and Investment Grade Status does not extend exist as to or cover any undertaking, the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including any uncalled capitaln) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at the time of issuance, a Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Issuer, Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the Guarantor or any Consolidated Net Assets of their respective other Subsidiaries. In these Conditions:the Borrower; (p) [reserved]; and (q) Liens on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.

Negative Pledge. So long as The Borrower will not create, assume or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willLien on any asset now owned or hereafter acquired by it, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are secured Liens granted by the Security Interest equally and rateably with Borrower existing as of the Relevant Indebtedness; or Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) [Reserved]; (c) any Lien on any asset of any Person existing at the time such other Security Interest Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other arrangement governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights‑of‑way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not it includes recorded) affecting the giving use of a Security Interestreal property; (k) shall be provided as is approved by Liens with respect to judgments and attachments which do not result in an Extraordinary Resolution Event of Default; (as defined 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 Agency Agreementordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest its business which (i) arising by operation of law or do not secure Indebtedness, (ii) created by do not secure any obligation in an entity amount exceeding $100,000,000 at any time at which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and Investment Grade Status does not extend exist as to or cover any undertaking, the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including any uncalled capitaln) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at the time of issuance, a Lender; (o) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Issuer, Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the Guarantor or any Consolidated Net Assets of their respective other Subsidiaries. In these Conditions:the Borrower; (p) [Reserved]; and (q) Liens on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.

Negative Pledge. So long No Loan Party nor any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement, in each case as any Note remains outstanding (as defined described and in the Agency Agreementprincipal amounts set forth on Schedule 5.13; (b) neither Liens for taxes, assessments or similar charges, incurred in the Issuer nor ordinary course of business that 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 Guarantor willordinary course of business to secure payment of workers’ compensation, and each will procure that none of its Subsidiaries (as defined below) willor to participate in any fund in connection with workers’ compensation, create or have outstanding any mortgageunemployment insurance, charge, lien, pledge old-age pensions or other social security interest (each programs which in no event shall become a “Security Interest”) upon, or with respect to, Lien prior to any of its or their present or future business, undertaking, assets or revenues Collateral Documents (including any uncalled capitalTimberland Collateral Documents); (d) to secure any Relevant Indebtedness (as defined below)Liens of mechanics, unless the Issuer materialmen, warehousemen, carriers or the Guarantorother like liens, as the case may be, securing obligations incurred in the case ordinary course of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that business that: (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be1) are secured by the Security Interest equally not yet due and rateably with the Relevant Indebtednesspayable and which in no event shall become a Lien prior to any Collateral Documents (including any Timberland Collateral Documents); or (b2) such are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and which in no event shall become a Lien prior to any Collateral Documents (including any Timberland Collateral Documents); (e) good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other Security Interest than for the repayment of borrowed money) or leases, or to secure statutory obligations, or surety, appeal, indemnity, performance or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined similar bonds required in the Agency Agreementordinary course of business which in no event shall become a Lien prior to any Collateral Document (including any Timberland Collateral Documents); (f) any Lien arising out of the Noteholders; provided thatrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing provisions shall not apply to any Security Interest clauses of this Section, provided that (i) arising such Debt is not secured by operation of law or any additional assets, and (ii) created the amount of such Debt secured by an entity any such Lien is not increased; (g) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which becomes a Subsidiary materially impairs the use of such property by Borrower in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (h) (1) that certain Wood Fiber Supply Agreement dated July 1, 2000, between St. ▇▇▇ Timberland and Jefferson Smurfit Corporation; and (2) timber or fiber supply agreements which when combined with all other timber or fiber supply agreements entered into after the date of creation this Agreement encumber less than 50,000 acres in the aggregate unless approved by the Administrative Agent (which consent shall not be unreasonably withheld); (i) any Lien on Margin Stock; (j) any Lien imposed as a result of such Security Interest where a taking under the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) exercise of the Issuerpower of eminent domain by any governmental body or by any Person acting under governmental authority; (k) agreements executed by a Qualified SPE and not by any Loan Party relating to a Qualified Installment Sale Transaction; (l) Liens on not more than 25,000 acres of Land in the aggregate (the “Encumbered Land”) securing Debt (other than indebtedness represented by the Notes) permitted under Section 5.30(d) in an aggregate amount at any time outstanding not to exceed $125,000,000; (m) any Lien created by that certain Agreement dated October 27, 2006, between The St. ▇▇▇ Company and the Guarantor 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 their respective other Subsidiaries. In these Conditions: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. So long as Neither a Credit Party nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens pursuant to 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 Pledge Agreements; (b) Liens existing on the Effective Date and listed on Schedule 6.9 hereto; (c) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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 only to such asset acquired and attaches 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 a Credit Party or its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (f) any Lien existing on any asset prior to the acquisition thereof by a Credit Party or a Subsidiary and does not extend 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 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 such Credit Party or Subsidiary's business; (i) Liens arising in connection with Qualified Securitization Transactions; (j) Liens securing Debt permitted under Section 6.15(vi) hereof; (k) Liens incurred or deposits or pledges made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security, (ii) to secure the payment or cover any undertakingperformance of tenders, assets statutory or revenues 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 uncalled capital) State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the Issuerforegoing 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; and (l) Liens not otherwise permitted by the Guarantor foregoing clauses of this Section 6.9 securing Debt in an aggregate principal or face amount at any date not to exceed 2% of their respective other Subsidiaries. In these Conditions:Consolidated Net Worth of the Borrower.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) willwill create, create assume or have outstanding suffer to exist any mortgageLien on any asset now owned or hereafter acquired by it, 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $5,000,000; (b) such other Security Interest or other arrangement Liens existing on the date of this Agreement (whether or not it includes assuming the giving of a Security InterestUnilin Acquisition has been consummated) shall be provided as is approved by an Extraordinary Resolution and described on Schedule 5.06; (as defined in the Agency Agreementc) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest Lien existing on (i) arising by operation any asset of law any Person at the time such Person becomes a Consolidated Subsidiary or is merged or consolidated with or into the Borrower or a Consolidated Subsidiary (including in connection with the Unilin Acquisition) and (ii) created any asset prior to the acquisition thereof by an entity which becomes the Borrower or a Subsidiary after the date of creation of such Security Interest where the Security Interest was Consolidated Subsidiary, in each case, not created in connection with or in contemplation of such entity becoming a event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (e) Liens securing Debt owing by any Subsidiary to the Borrower; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Debt is not secured by any additional assets, and does (ii) the amount of such Debt secured by any such Lien is not extend increased; (g) Liens incidental to the conduct of its business or cover any undertakingthe ownership of its assets which (i) do not secure Debt and (ii) do not, in the aggregate, materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including h) any uncalled capitalLien on Margin Stock; (i) Liens in connection with an Asset Securitization permitted under Section 5.09; (j) Liens involuntarily imposed and being contested in good faith, subject to the Borrower or such Subsidiary having established reasonable reserves therefor to the extent required under GAAP; (k) Liens against the assets of Aladdin (formerly owned by Galaxy) under the Catoosa Co. IRB solely to the extent existing as of the Issuerdate hereof; (l) Liens against the assets of Aladdin (formerly owned by Image Industries, Inc.) under the Guarantor or any Summerville City IRB solely to the extent existing as of their respective other Subsidiaries. In these Conditions:the date of the acquisition by Aladdin of certain assets of Image Industries, Inc. as contemplated by that certain Asset Purchase Agreement dated as of November 12, 1998, by and among Aladdin, Image Industries, Inc. and The Maxim Group, Inc., as amended and restated on January 29, 1999; and (m) Liens granted to the Administrative Agent for the benefit of the Administrative Agent and the Banks under the Loan Documents; provided that Liens permitted by the foregoing paragraphs (a) through (h) shall at no time secure Debt, when aggregated with outstanding Debt of the Subsidiaries permitted pursuant to Section 5.18(e), in an aggregate amount exceeding 15% of Consolidated Net Worth.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Borrower will not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding not permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Consolidated Subsidiary to, create, assume or suffer to exist any of its Lien securing Debt or their present Derivatives Obligations on any asset now owned or future businesshereafter acquired by it, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $20,000,000; (b) any Lien existing on the assets of any Person at the time such other Security Interest Person becomes a Consolidated Subsidiary; (c) any Lien on any asset securing Debt incurred or other arrangement (whether assumed for the purpose of financing all or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) any part of the Noteholders; provided thatpurchase price or cost of construction of such asset, the foregoing provisions shall not apply PROVIDED that such Lien attaches to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary such asset within 270 days after the date acquisition or completion of creation construction and commencement of full operations thereof; (d) any Lien on any asset of any Person existing at the time such Security Interest where Person is acquired by, merged into or consolidated with the Security Interest was Borrower or a Consolidated Subsidiary; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in connection with or in contemplation of such entity becoming a Subsidiary and does not extend to or cover acquisition; (f) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, the Guarantor extension, renewal or refunding of any Debt secured by any Lien permitted by any of their respective other Subsidiaries. In these Conditions:the foregoing clauses of this Section, PROVIDED that such Debt is not increased and is not secured by any additional assets; (g) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $20,000,000; and (h) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any time outstanding not exceeding 10% of Consolidated Net Worth.

Negative Pledge. So long Such Borrower will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by such Borrower existing as of the Effective Date securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Effective Date or issued hereafter; (c) any Note remains outstanding Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (as defined d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the Agency ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) neither other Liens including Liens imposed by Environmental Laws arising in the Issuer nor the Guarantor will, and each will procure that none ordinary course of its Subsidiaries 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 defined belowto such Borrower and (iii) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any do not in the aggregate materially detract from the value of its or their present or future business, undertaking, assets or revenues materially impair the use thereof in the operation of its business; (including n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Bank hereunder or a Person who was, at the time of issuance, a Bank; and (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 uncalled capitaldate not to exceed (i) to secure any Relevant Indebtedness (as defined below), unless the Issuer or the Guarantor, as the case may be, in the case of the creation each of a Security InterestCinergy, before or at the same time andCG&E and PSI Energy, in any other case, promptly, takes any $150,000,000 and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after in the date case of creation of such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and does not extend to or cover any undertakingULH&P, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:$50,000,000.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Company will not, and each will procure that none of its Subsidiaries (as defined below) willnot permit any --------------- Consolidated Subsidiary to, create create, incur, assume or have outstanding suffer to exist any mortgage, chargepledge, liensecurity interest, pledge encumbrance or other security interest lien upon any property, now owned or hereafter acquired, of the Company or any Consolidated Subsidiary (each the sale with recourse of receivables or any sale and lease back of any fixed assets being deemed to be the giving of a “Security Interest”lien thereon for money borrowed), other than: (a) uponliens existing on the date of this Agreement on any property, or with respect to, provided that the amount secured by any such lien is not greater than the amount secured thereby on the date of its or their present or future business, undertaking, assets or revenues this Agreement; (b) liens on any property (including but not limited to margin stock (within the meaning of 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 created within a period of 120 days following any uncalled capital) such acquisition to secure or provide for the payment of any Relevant Indebtedness part of the purchase price thereof or liens to secure indebtedness incurred to fund or refund any liens within the scope of this subsection (as defined below), unless b) provided that the Issuer amount secured by any such lien is not greater than the amount secured thereby on the date of such acquisition or within the Guarantor120 day period, as the case may be; (c) liens securing indebtedness of a Consolidated Subsidiary outstanding on the date that the Company acquires such Consolidated Subsidiary; (d) liens for taxes, assessments or governmental charges or levies not yet due and payable or being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, provided that a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and no foreclosure, distraint, sale or other similar proceedings shall have been commenced; (e) statutory liens of landlords and liens of carriers, warehousemen, mechanics and materialmen incurred in the case ordinary course of business for sums not yet due or being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, provided that a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor; (f) liens incurred or deposits made in the creation ordinary course of a Security Interestbusiness in connection with workmen's compensation, before unemployment insurance and other types of social security, or at to secure the same time andperformance of tenders, statutory obligations, surety and appeal bonds, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (g) liens created hereafter in connection with borrowing or pledges of receivables which liens when added to all sales and discounting transactions contemplated by Section 5.7 do not in the aggregate exceed 10% of Consolidated Net Worth; (h) liens, security interests and any other case, promptly, takes encumbrances on any and all action necessary to ensure that (a) 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 Indebtednessof its treasury shares; 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest and (i) liens arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with a Securitization permitted by Section 5.7 hereof, limited in each case to the accounts therein or in contemplation of any trust or similar entity utilized to effect such entity becoming a Subsidiary Securitizations and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:equipment giving rise to such accounts.

Negative Pledge. So long as The Borrower will not create, assume or suffer to exist any Note remains outstanding 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 (as defined in i) below. Neither the Agency Agreement) neither the Issuer Borrower nor the Guarantor willany Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) will, create assume or have outstanding suffer to exist any 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 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 Lien on any other case, promptly, takes any and all action necessary to ensure that asset now owned or hereafter acquired by it except: (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are secured Liens created by the Security Interest equally and rateably with the Relevant Indebtedness; or Collateral Documents; (b) 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 Persons subject to such other Security Interest or other arrangement agreements on the date hereof) securing Debt in an aggregate principal amount not exceeding $900,000,000; (whether or not it includes c) any Lien existing on any asset of any Person at the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which time such Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (d) any Lien (created pursuant to an equipment trust agreement, conditional sale agreement, chattel mortgage or lease or otherwise) on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, constructing or rebuilding such asset; (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 and does not extend created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Subsidiary and not created in contemplation of such acquisition; (g) Liens created, assumed or existing on assets associated with real estate development projects or development joint ventures; (h) any undertakingLien 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; (i) inchoate tax Liens; (j) 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 $600,000,000 and (iii) do not in the aggregate materially detract from the value of its material assets or revenues (including any uncalled capital) materially impair the use thereof in the operation of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:its business;

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) willwill create, create assume or have outstanding suffer to exist any mortgageLien on any asset now owned or hereafter acquired by it, 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $5,000,000; (b) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any undertakingSubsidiary to the Borrower; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including i) any uncalled capitalLien on Margin Stock; (j) Liens in connection with an Asset Securitization permitted under Section 5.10; (k) Liens involuntarily imposed and being contested in good faith, subject to the Borrower or such Subsidiary having established reasonable reserves therefor to the extent required under GAAP; (l) Liens against the assets of Aladdin (formerly owned by Galaxy) under the Catoosa Co. IRB solely to the extent existing as of the Issuerdate hereof; and (m) Liens against the assets of Aladdin (formerly owned by Image Industries, Inc.) under the Guarantor 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 any (y) 15% of their respective other Subsidiaries. In these Conditions:Consolidated Net Worth.

Negative Pledge. So long as Neither Franklin Electric nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willConsolidated Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Indebtedness outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $0; (b) such other Security Interest any Lien existing on any asset of any corporation or other arrangement (whether Person at the time such corporation or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which other Person becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (c) 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 such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any 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 does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by Franklin Electric or cover a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Indebtedness owing by any undertakingSubsidiary to Franklin Electric or another Subsidiary; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Indebtedness is not secured by any additional assets, and (ii) the amount of such Indebtedness secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Indebtedness and (ii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including i) any uncalled capitalLien on Margin Stock; and (j) Liens not otherwise permitted by the foregoing clauses of this Section securing Indebtedness (other than indebtedness represented by the Issuer, the Guarantor or Notes) in an aggregate principal amount at any time outstanding not to exceed 15% of their respective other Subsidiaries. In these Conditions:Consolidated Tangible Net Worth.

Negative Pledge. So long as Neither Guarantor nor any Note remains outstanding Subsidiary will create, assume or suffer to exist any Lien on (i) the Leased Property, other than Permitted Liens, and (ii) any other asset now owned or hereafter acquired by it except: (i) Liens existing on the Document Closing Date that have attached (or that hereafter attach, pursuant to agreements in effect on the date hereof, to assets not owned by Persons subject to such agreements on the date hereof); (ii) 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; (iii) any Lien (created pursuant to an equipment trust agreement, conditional sale agreement, chattel mortgage or lease or otherwise) on any asset or pool of assets securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring, constructing or rebuilding such asset or pool of assets; (iv) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into Guarantor or a Subsidiary and not created in contemplation of such event; (v) any Lien existing on any asset prior to the acquisition thereof by Guarantor or a Subsidiary and not created in contemplation of such acquisition; (vi) Liens created, assumed or existing on assets associated with real estate development projects or development joint ventures (other than the Leased Property); (vii) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than by the Permitted Additional Amount) and is not secured by any additional assets (other than any replacement assets); (viii) inchoate tax Liens; (ix) Liens arising in the ordinary course of its business, which (i) do not secure Debt or Derivatives Obligations and (ii) do not, in the aggregate, materially detract from the value of its material assets or materially impair the use thereof in the operation of its business; (x) Liens on “margin stock” (as defined in the Agency Agreement) neither Margin Regulations), if and to the Issuer nor extent that the value of such margin stock exceeds 25% of the total assets of Guarantor will, and each will procure that none of its Subsidiaries subject to this Section; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation Guaranty (as defined belowxi) willLiens on cash and cash equivalents securing Derivatives Obligations, create or have outstanding any mortgageprovided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (xii) Liens upon real and/or personal property, 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 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 case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary property was acquired after the date of creation of such Security Interest where the Security Interest was not created in connection with Document Closing Date (by purchase, construction or in contemplation of such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capitalotherwise) of the Issuer, the by Guarantor or any of their respective its Subsidiaries, provided that each of such Liens exists only on such property and any proceeds or replacements thereof; (xiii) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not in excess of the greater of (x) 10% of Consolidated Total Capital and (y) $600,000,000; and (xiv) Liens on assets of a Subsidiary to secure obligations owed by such Subsidiary to Guarantor. Notwithstanding the foregoing, neither Guarantor nor any Subsidiary will create, assume, incur or suffer to exist any Lien otherwise permitted by this Section (b) on any equity interest or Debt of Lessee now directly owned or hereafter acquired to secure any Debt for money borrowed or Debt evidenced by a bond, note, debenture or other Subsidiaries. In these Conditions:evidence of indebtedness, without in any such case making effective provision whereby all of the obligations owing hereunder shall be secured equally and ratably with such Debt.

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

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSignificant Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement; (b) 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; (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 Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (e) any 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 (including, without limitation, Liens on assets securing Debt, interest on which is exempt from federal income tax (“Exempt Debt”); Liens for taxes, assessments or government charges; Liens arising out of the existence of judgments not constituting an Event of Default; statutory and contractual landlords’ liens under leases; Liens in favor of customs and revenue authorities arising as a 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 Security Interest than Exempt Debt) or other arrangement Derivatives Obligations and (ii) do not in the aggregate materially detract from the value or materially impair the use of the assets of the Borrower and its Subsidiaries, taken as a whole; (h) Liens securing Derivatives Obligations, provided that the aggregate amount of assets subject to such Liens may at no time exceed $300,000,000; and (i) Liens not otherwise permitted by the foregoing clauses of this Section securing obligations (whether or not it includes the giving constituting Debt) in an aggregate principal or face amount at any date not to exceed 25% of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Total Assets.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; date of this Agreement in an aggregate principal or face amount not exceeding $150,000,000; (b) any Lien existing on any asset of any Person at the time such other Security Interest Person becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or other arrangement (whether assumed for the purpose of financing all or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) any part of the Noteholders; cost of acquiring or improving such asset, provided that, that such Lien attaches to such asset concurrently with or within 180 days after the foregoing provisions shall later of the acquisition or completion of improvement thereof; (d) 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 apply 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 Security Interest Lien securing (i) arising by operation Debt of law the Borrower to a Subsidiary or (ii) created by an entity which becomes Debt of a Subsidiary after to the date Borrower or another Subsidiary; (g) any Lien arising out of creation 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 Security Interest where Debt is not increased and is not secured by any additional assets; (h) Liens arising in the Security Interest was ordinary course of its business which (i) do not created secure Debt or Derivatives Obligations, (ii) do not secure any obligation in connection with or an amount exceeding $100,000,000 and (iii) do not in contemplation the aggregate materially detract from the value of such entity becoming a Subsidiary and does not extend to or cover any undertaking, its assets or revenues materially impair the use thereof in the operation of its business; (including i) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $50,000,000; and (j) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any uncalled capitaltime outstanding not to exceed the greater of (i) $250,000,000 or (ii) 10% of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Borrower's Consolidated Net Tangible Assets.

Negative Pledge. So long as Neither the Company nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willConsolidated Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on December 31, 2012 and continuing to exist on the Notes (and/or Effective Date securing Debt outstanding on December 31, 2012 and continuing to exist on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or Effective Date in an aggregate principal amount not exceeding $50,000,000; (b) any Lien existing on any asset of any entity at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such event; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (c) any Lien on any asset securing Debt incurred or 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 becoming 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 entity existing at the time such entity is merged or consolidated with or into the Company or a Consolidated Subsidiary and does not extend 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 cover a Consolidated Subsidiary and not created in contemplation of such acquisition; provided that the obligations secured by such Lien are not increased and are not secured by any undertaking, assets or revenues additional assets; (including f) any uncalled capital) Lien arising out of the Issuerrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Guarantor 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 their respective 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 Subsidiaries. In these Conditions: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; (i) Liens incurred pursuant to Section 2.06(j) or 2.24(c)(ii); (j) Liens on assets of TopBuild in favor of the agent under the TopBuild Credit Facility so long as the TopBuild Credit Facility Conditions are satisfied; and (k) 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 the greater of (i) 10% of Consolidated Net Worth (calculated as of the last day of the most recently ended Fiscal Quarter) and (ii) $100,000,000.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding Significant Subsidiary (as defined in the Agency Agreementother than a Real Estate Subsidiary) neither the Issuer nor the Guarantor willwill create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement; (b) any Lien existing on any asset of any corporation at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which corporation becomes a Significant Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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 does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Subsidiary and not created in contemplation of such acquisition; (f) any undertakingLien 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 which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding $100,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; and (including any uncalled capitalh) Liens securing Debt, which Liens are not otherwise permitted by the foregoing clauses of this Section; provided, that in no event shall the Issuer, the Guarantor or any Liens permitted by this clause (h) secure Debt in an aggregate principal amount exceeding 15% of their respective other Subsidiaries. In these Conditions:Adjusted Consolidated Net Worth.

Negative Pledge. So 1) The Borrower undertakes with the Bank that, so long as any Note remains Commitment is in force or any monies or obligations are outstanding (as defined in the Agency under this Agreement) neither the Issuer nor the Guarantor will, and each it will procure that none not create or permit to subsist any Encumbrance other than any Permitted Encumbrance over all or any part of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its or their present or future business, undertaking, undertaking assets rights or revenues revenues; 2) Paragraph (including any uncalled capital1) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions above shall not apply to any Security Interest (iEncumbrance: a) created or outstanding with the prior written consent of the Bank including those listed in Schedule 4 of this Agreement provided that, unless permitted by any other exception below, the aggregate principal amount secured by such Encumbrance will not be increased without further consent of the Bank; b) arising by operation of law and not as a result of any default or (iiomission on the part of the Borrower or any other member of the Group having regard to the custom in the relevant trade for settlement of accounts; c) created arising under any retention of title arrangements entered into in the ordinary course of trading and not entered into primarily for the purpose of securing any Financial Indebtedness; d) over goods or documents of title to goods arising in the ordinary course of documentary credit transactions; e) provided that simultaneously with the creation of such Encumbrance the obligations of the Borrower under this Agreement are equally and rateably secured by an entity a comparable Encumbrance on other assets acceptable to the Bank in form and substance satisfactory to it; f) on assets acquired after the date of this Agreement, or on assets of a body corporate which becomes a Subsidiary by acquisition after the date of creation of this Agreement, provided that: i) any such Security Interest where the Security Interest was Encumbrance is in existence prior to such acquisition and is not created in connection with or in contemplation of such entity becoming acquisition; and ii) the amount secured by such Encumbrance does not exceed, at any time, the maximum amount secured or agreed to be secured by it (in accordance with the original terms on which such Encumbrance was created) as at the date of acquisition; and iii) such Encumbrance is discharged within a Subsidiary period of 6 months after the acquisition or (only in the case of an acquisition of a body corporate) where the terms of such Encumbrance do not permit repayment of the amount secured by such Encumbrance within such period, on the earliest date or dates permitted by the terms of such Encumbrance for such repayment; and iv) no guarantee is given by the Borrower or any other member of the Group in respect of such Encumbrance or the amount secured by it; g) over any assets to secure Indebtedness of any member of the Group where the lender has no right of recovery of such Indebtedness against the general assets and undertaking of such member of the Group but has a limited right of recourse only against the asset acquired with the proceeds of such Indebtedness; h) created in favour of a plaintiff or defendant in any action, or the court or tribunal before which such action is brought, as security for costs or expenses where any member of the Group is prosecuting or defending such action in the bona fide interests of that member and/or any other member of the Group; i) pursuant to any order of attachment distraint garnishee order or injunction restraining disposal of assets or similar legal process arising in connection with legal proceedings; j) securing Indebtedness incurred to refinance other indebtedness permitted to be secured under paragraphs (a) to (i) above inclusive and/or this paragraph (j), provided that the aggregate principal amount of the Indebtedness secured by such Encumbrance is not increased and such Encumbrance does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) of other than those which were subject to the Issuer, Encumbrance securing the Guarantor or any of their respective other Subsidiaries. In these Conditions:refinanced Indebtedness.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Borrower will not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, not permit any of its Domestic Subsidiaries to, create, incur, assume or their present or future business, undertaking, suffer to exist any Lien on any of its assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below)property now owned or hereafter acquired or, unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) Liens securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all amounts payable by it under other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the Notes (and/or the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; priority of payments set forth in Section 2.22 or Section 8.2 of this Agreement; (b) such other Security Interest Permitted Encumbrances; (c) any Liens on any property or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) asset of the NoteholdersBorrower or any Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided thatprovided, the foregoing provisions that such Lien shall not apply to any Security Interest other property or asset of the Borrower or any Subsidiary; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) arising such Lien secures Indebtedness permitted by operation of law or Section 7.1(c), (ii) created by an entity which becomes a Subsidiary such Lien attaches to such asset concurrently or within 90 days after the date acquisition, improvement or completion of creation of the construction thereof; (iii) such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or cover improving such fixed or capital assets; (e) Liens securing Indebtedness permitted pursuant to Section 7.1(g); provided, that such Lien does not extend to any undertakingother assets; and (f) extensions, assets renewals, or revenues replacements of any Lien referred to in paragraphs (including any uncalled capitala) through (e) of this Section 7.2; provided, that the Issuerprincipal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the Guarantor or any of their respective other Subsidiaries. In these Conditions:assets originally encumbered thereby.

Negative Pledge. So long None of the Borrower, any Covered Subsidiary or any Significant Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing as of the Effective Date; (b) any Note remains outstanding Lien existing on any asset of any Person at the time such Person becomes a Subsidiary of the 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 where the Lien is not created in contemplation of such event; (as defined in c) any Lien on any asset securing Debt incurred or assumed for the Agency Agreement) neither purpose of financing all or any part of the Issuer nor cost of acquiring or constructing such asset (it being understood that, for this purpose, the Guarantor will, and each will procure acquisition of a Person is also an acquisition of the assets of such Person); provided that none of its Subsidiaries (as defined below) will, create the Lien attaches to such asset concurrently with or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) uponwithin 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, 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 the Guarantor, as the case may besuch acquisition; provided further that, in the case of the creation of a Security Interestreal estate, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by the Lien attaches within 12 months after the latest of the acquisition thereof, the completion of construction thereon or the commencement of full operation of law or thereof and (ii) created the Debt so secured does not exceed the sum of (x) the purchase price of such real estate plus (y) the costs of such construction; (d) any Lien existing on any asset prior to the acquisition thereof by an entity which becomes the Borrower or a Subsidiary after of the date of creation of such Security Interest where the Security Interest was Borrower and not created in connection with or in contemplation of such entity becoming a Subsidiary and does acquisition; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not extend increased (other than to or cover any undertakingtransaction costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (f) Liens arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure any single obligation in an amount exceeding $50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or revenues (including any uncalled capital) materially impair the use thereof in the operation of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:its business;

Negative Pledge. So Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $100,000,000; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the 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 or clause (j) below 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 (including Liens arising in the ordinary course of its insurance business) which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation (except obligations arising in the ordinary course of its insurance business) in an amount exceeding $75,000,000 and (iii) do not in the aggregate materially detract from or impair the use or value of the asset or assets subject thereto in the operation of its business; (h) Liens on cash and cash equivalents securing Derivatives Obligations, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $25,000,000; (i) Liens securing obligations (1) of the type referred to in clause (vii) of the definition of Debt, as long as any Note remains outstanding (as defined such Liens arise in the Agency Agreement) neither ordinary course of the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 Borrower's or the GuarantorSubsidiary'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 creation of a Security Interest, before Borrower's or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) all amounts payable by it under the Notes (and/or the GuaranteeSubsidiary'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 the Security Interest equally accounts receivable of, and rateably with the Relevant Indebtednessother 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; or and (bm) such other Security Interest or other arrangement (whether or Liens not it includes the giving of a Security Interest) shall be provided as is approved otherwise permitted by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall clauses of this Section securing Debt in an aggregate principal or face amount at any date not apply to any Security Interest (i) arising by operation exceed 7.5% of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Adjusted Consolidated Tangible Net Worth.

Negative Pledge. So long as Neither the Borrower nor any Note remains Subsidiary of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens created under the Financing Documents; (b) Liens existing on the Effective Date securing Debt outstanding on the Effective Date; (as defined 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 Agency Agreementpurpose 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) neither any Lien on any asset of any Person existing at the Issuer nor time such Person is merged or consolidated with or into the Guarantor willBorrower 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, and each will procure that none extension, renewal or refunding of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, Debt secured by any Lien permitted by any of its the foregoing clauses or their present or future business, undertaking, clause (o) of this Section; provided that such Debt is not increased and is not secured by any additional assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or the Guarantor, as the case may beother 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 creation ordinary course of its business which do not secure obligations in an aggregate amount in excess of $25,000,000 and do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens in connection with worker’s compensation, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith deposits in connection with tenders, contracts or leases to which the Borrower or any of its Subsidiaries is a Security Interestparty or other deposits required to be made in the ordinary course of business and not in connection with borrowing money or obtaining advances or credit; provided in each case that the obligation or liability arises in the ordinary course of business and if overdue is being contested in good faith by appropriate proceedings; (j) inchoate materialmen’s, before mechanics’, workmen’s, repairmen’s, employees’, carriers’, warehousemen’s, or at other like Liens arising in the same time ordinary course of business of the Borrower or its Subsidiaries; (k) with respect to real property, easements, rights of way, reservations and other minor defects or irregularities in title which do not materially impair the use thereof for the purposes for which it is held by the Borrower or its Subsidiaries; (l) Liens securing any future interest or dividends payable in respect of any Debt permitted to be issued under Section 5.07 for one six month period with respect to such Debt on cash or Temporary Cash Investments which constituted a portion of the cash proceeds to the Borrower or a Subsidiary of the Borrower from the issuance of such Debt; (m) Liens on cash and Temporary Cash Investments securing Derivatives Obligations of the Subsidiaries; (n) Liens on cash and Temporary Cash Investments that secure contingent obligations to reimburse any bank or other Person for amounts paid under Guarantees, surety or performance bond or similar instrument that supports obligations to make Investments in Subsidiaries permitted to be made under Section 5.16; (o) Liens constituting or securing Debt of Subsidiaries (other than Subsidiary Guarantors) permitted by Section 5.07(b)(ii), (vi), (vii) or (viii) or utility obligations or other customer, supplier or contractor obligations associated with AES Businesses that are limited to the assets and revenues of the related AES Businesses and the Capital Stock or other assets (including contract rights) of Subsidiaries of the Borrower having a direct or indirect interest in such AES Businesses and, in the case of any Cameroon Business, the assets and revenues of any other caseCameroon Business and the Capital Stock (other than Capital Stock that has been pledged to the Secured Holders pursuant to the Collateral Documents) or other assets (including contract rights) of Subsidiaries of the Borrower (other than Subsidiary Guarantors) having a direct or indirect interest in any Cameroon Business; (p) Liens on the Creditor Group Collateral securing the Debt of the Borrower or obligations of the Borrower under Hedge Agreements; provided that Liens on the Creditor Group Collateral securing First Priority Secured Debt of the Borrower shall only secure First Priority Secured Debt up to an aggregate principal amount not to exceed $1,750,000,000 (less the aggregate amount of mandatory prepayments of Term Loans and mandatory reductions of Revolving Credit Loan Commitments resulting from the application of Net Cash Proceeds from IPALCO Asset Sales); (q) Liens securing Debt permitted by Section 5.07(a)(viii) or Section 5.07(b)(iv), promptly, takes any and all action necessary to ensure provided that (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are such Debt is secured solely by the Security Interest equally and rateably with asset that is the Relevant Indebtedness; or (b) such other Security Interest subject of the proposed sale, transfer or other arrangement disposition related to such Debt; (whether r) Liens on the assets of, or not it includes Investments in, any Excluded AES Entity securing Debt or other obligations of any Excluded AES Entity permitted to be incurred hereunder; (s) Liens on cash set aside at the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) time of the Noteholders; provided thatissuance of Debt permitted to be incurred pursuant to Section 5.07 or Temporary Cash Investments purchased with such cash, in either case to the foregoing provisions shall not apply extent that such cash or Temporary Cash Investments pre-fund the repayment or redemption of such Debt and are held in a third party escrow account with an escrow agent on terms and conditions reasonably satisfactory to any Security Interest the Agent to be applied for such purpose; (i) arising by operation Liens on cash and Temporary Cash Investments that secure letters of law or credit up to an aggregate principal amount not to exceed $300,000,000 and (ii) created by an entity which becomes a Subsidiary after Liens on rights under agreements relating to the date sale of creation of such Security Interest where the Security Interest was not created in connection with or in contemplation of such entity becoming a Subsidiary and does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) Equity Interests of the IssuerBorrower (and any ancillary agreements) that secure letters of credit; provided that at the time such Lien is created, no Default or Event of Default has occurred or is continuing; and (u) Liens existing on any asset of any Subsidiary of the Guarantor or any of their respective other Subsidiaries. In these Conditions:Borrower at the time such Subsidiary ceased to be an “Excluded AES Entity” hereunder that were permitted pursuant to Section 5.10(r) when such Subsidiary was an “Excluded AES Entity”.

Negative Pledge. So long as any Note remains outstanding (as defined in After the Agency Agreement) neither the Issuer nor the Guarantor willClosing Date, Parent will not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding not permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Subsidiary to, create, assume or suffer to be created any of its Lien on any asset now owned or their present or future businesshereafter acquired by it, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) 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 any Permitted Encumbrances; (b) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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, constructing or improving such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition, construction or improvement thereof; (d) any 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 does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by Parent or cover a Subsidiary and not created in contemplation of such acquisition; (f) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the Guarantor foregoing clauses of this Section 5.08; 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 (i) do not secure Debt and (ii) do not secure any single obligation (or any group of their respective other Subsidiaries. In these Conditions:related obligations) in an amount exceeding $100,000,000; (h) Liens existing on the Closing Date and set forth on Schedule 5.08 hereto; and (i) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any time outstanding under this Section 5.08(h) together with the aggregate principal amount of unsecured Debt of non-Credit Parties outstanding pursuant to Section 5.09(g), not to exceed 10% of Adjusted Consolidated Net Worth.

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

Negative Pledge. So long as Neither the Company nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willConsolidated Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding US$10,000,000; (b) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (c) any Lien on any asset (other than Equity Interests or inventory) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any 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 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 acquisition; (f) Liens securing Debt owing by any Subsidiary to any Borrower or Subsidiary Guarantor; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any 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 extend to or cover any undertaking, assets or revenues (including any uncalled capital) exceed 10% of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Total Assets.

Negative Pledge. So long as Neither the Company nor any Note remains Consolidated Subsidiary will create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien created under the Loan Documents; (b) Liens existing on the date hereof securing Indebtedness outstanding on the date hereof and set forth on Schedule 6.02; (as defined in the Agency Agreementc) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, Lien on any of its or their present or future business, undertaking, assets or revenues asset securing Indebtedness (including Capital Lease Obligations) incurred or assumed for the purpose of financing all or any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or the Guarantor, as the case may be, in the case part of the creation cost of a Security Interestacquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof, before or at the same time and, in addition, (i) any other caseLien deemed to exist under a Capital Lease Obligation permitted under Sections 6.01 and 6.06 and (ii) any other Lien deemed to exist under a capital lease that does not constitute a Capital Lease Obligation; (d) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary, promptly, takes any and all action necessary to ensure provided that (a) 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 (bi) such other Security Interest Lien is not created in contemplation of or other arrangement in connection with such corporation becoming a Consolidated Subsidiary, (whether or not it includes the giving of a Security Interestii) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions such Lien shall not apply to any Security Interest other property or assets of the Company or any Subsidiary and (iiii) arising by operation of law or (ii) created by an entity such Lien shall secure only those obligations which it secures on the date such corporation becomes a Consolidated Subsidiary after and extensions, renewals and replacements thereof that do not increase the date outstanding principal amount thereof; (e) any Lien on any asset of creation of any corporation existing at the time such Security Interest where corporation is merged or consolidated with or into the Security Interest was Company or any Consolidated Subsidiary and not created in connection with or in contemplation of such entity becoming a Subsidiary and does event; provided that such Lien shall not extend to other properties or cover any undertaking, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor Company or any Subsidiary and shall secure only those obligations which it secures on the date of their respective such merger or consolidation and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (f) any Lien existing on any asset prior to the acquisition thereof by the Company or any Consolidated Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing 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, or 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. In these Conditions:; (i) (x) Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is, in good faith, prosecuting an appeal or proceedings for review and (y) Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in any legal proceeding to which the Company or any Subsidiary is a party; provided that the Liens permitted by the foregoing clause (y) shall not secure obligations in an aggregate principal amount outstanding in excess of 5% of Consolidated Tangible Net Worth;

Negative Pledge. So long as Neither any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer Borrower nor the Guarantor willany Subsidiary of any Borrower will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; date of this Agreement in an aggregate principal or face amount not exceeding $135,000,000; (b) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was a Borrower and not created in connection with or in contemplation of such entity becoming event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 90 days after the acquisition or completion of construction thereof; (d) any 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 does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by a Borrower or cover a Subsidiary of a Borrower and not created in contemplation of such acquisition; (f) any undertakingLien 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 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; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $100,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including any uncalled capitalh) 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 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 Consolidated Net Worth (calculated as of the Issuer, last day of the Guarantor fiscal quarter most recently ended on or any prior to the date of their respective other Subsidiaries. In these Conditions:the most recent incurrence of such Debt).

Negative Pledge. So long as The Borrower will not, nor will it permit any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Borrower or any of its Subsidiaries, whether now owned or their present or future businesshereafter acquired, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest except: (i) arising by operation Liens created for the benefit of law or the Lenders; (ii) created by an entity Liens existing on the date of this Agreement; (iii) Permitted Encumbrances; (iv) 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 creation 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 Security Interest where property before the Security Interest time of its acquisition and was not created in connection with anticipation thereof, or in contemplation (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 entity becoming a Subsidiary and does not property; provided that no such Lien shall extend to or cover any undertakingproperty of the Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, assets or revenues further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed the fair market value (including any uncalled capitalas determined in good faith by a senior financial officer of the Borrower) of such property at the Issuertime such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 18 months of acquisition thereof; (vi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower or any Subsidiary under such lease; (vii) attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the execution or other enforcement of such Liens in an aggregate amount exceeding $50,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Liens securing Secured Nonrecourse Obligations; (ix) in addition to the Liens permitted in the foregoing clauses (i) through (viii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Borrower and any of its Subsidiaries, provided that the aggregate amount of Indebtedness secured by Liens pursuant to this clause (ix) shall not at any time exceed $250,000; (x) any extension, renewal or replacement, or the combination of, the Guarantor foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property); and (xi) additional Liens upon real and/or personal property of the Borrower or any of their respective other Subsidiariesits Subsidiaries created after the Effective Date so long as Unsecured Debt (as defined below) shall not, at any time, exceed Eligible Assets (as defined below). In these Conditions:For the purposes of Section 5.02(a)(xi):

Negative Pledge. So long as Neither the Company nor any Note remains Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $75,000,000 (as defined exclusive of Liens permitted by clause (h) of this Section); (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the Agency Agreement) neither purpose of financing all or any part of the Issuer nor cost of acquiring, constructing or improving such asset, provided that such Lien attaches to such asset concurrently with or within 180 days after the Guarantor will, and each will procure that none acquisition thereof or completion of its Subsidiaries (as defined below) will, create the construction or have outstanding any 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 the Guarantorimprovement thereto, as the case may be, in the case , (d) any Lien on any asset of the creation of a Security Interest, before or any corporation existing at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) all amounts payable by it under such corporation is merged or consolidated with or into the Notes (and/or the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; Company 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary and does not extend to or cover created in contemplation of such acquisition; (f) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, the Guarantor extension, renewal or refunding of any Debt secured by any Lien permitted by any of their respective other the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (g) Liens not otherwise permitted by the foregoing clauses of this Section arising in the ordinary course of its business which (i) do not secure Debt, (ii) do not secure obligations in an amount exceeding $100,000,000 in the aggregate and (iii) do not materially impair the use of the assets subject thereto in the operation of the business of the Company and its Subsidiaries. In these Conditions:; or (h) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or interest rate and currency swaps in an aggregate principal amount, notional principal and final exchange amount at any time outstanding not to exceed $50,000,000.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Company will not, and each will procure that none not permit any of its the Restricted Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, create, incur, assume or suffer to exist any Lien on any of its or their present or future business, undertaking, assets or revenues property now owned or hereafter acquired, except: (a) Liens, if any, created in favor of the Collateral Agent for the benefit of the Lenders and, to the extent the Intercreditor Agreement has been entered into, for the benefit of the Private Placement Debt Holders, in each case pursuant to the Loan Documents; (b) Permitted Encumbrances; (c) any Liens on any property or asset of the Company or any such Restricted Subsidiary existing on the Effective Date set forth on Schedule 6.02; provided, that such Lien shall not apply to any other property or asset of the Company or any such Restricted Subsidiary; (d) 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 uncalled capitalCapital Lease Obligations); provided, that (i) such Liens secure Indebtedness permitted by clause (f) of Section 6.01, (ii) such Liens attach to secure such assets concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Liens do not extend to any Relevant other assets; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (as defined below)e) any Lien (i) existing on any asset of any Person at the time such Person becomes such a Restricted Subsidiary of the Company, unless (ii) existing on any asset of any Person at the Issuer time such Person is merged with or into the Company or any such Restricted Subsidiary of the Company or (iii) existing on any asset prior to the acquisition thereof by the Company or any such Restricted Subsidiary of the Company; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes such a Restricted Subsidiary or the Guarantordate of such merger or the date of such acquisition; (f) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (e) of this Section 6.02; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (g) Liens on the assets of Subsidiaries of the Company in favor of the Company or any Canadian Borrower, as the case may be, securing Indebtedness permitted under Section 6.01(c); and (h) other Liens on the property or assets of the Company or such Restricted Subsidiary; provided, that (i) the principal amount of the Indebtedness secured by such Liens shall not exceed $25,000,000 in the case aggregate at any time outstanding and (ii) no such Liens shall apply to any Accounts or Inventory of the creation Company and the Restricted Subsidiaries. For purposes of this Section, the entry by the Company or any such Restricted Subsidiary into a true lease or true bailment arrangement which contains a provision purporting to ▇▇▇▇▇ ▇ ▇▇▇▇ in the event that such arrangement is determined not to constitute a true lease or true bailment and the filing of a Security Interestprecautionary UCC or PPSA financing statement in connection therewith shall not constitute the creation, before incurrence, assumption or at sufferance of a Lien unless, under applicable law, such arrangement is determined not to constitute a true lease or true bailment arrangement and a security interest or other interest in or lien on property or assets of the same time andCompany or any such Restricted Subsidiary has in fact been granted or deemed to have been granted. For greater certainty, any reference herein or in any other case, promptly, takes Loan Document to any and all action necessary Lien permitted to ensure that (a) 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 Extraordinary Resolution (as defined exist in the Agency Agreement) respect of the Noteholders; provided thatproperty or assets of any Canadian Loan Party is not intended to subordinate or postpone, the foregoing provisions and shall not apply be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Collateral Documents to any Security Interest (i) arising by operation of law such Lien permitted hereby or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:thereby.

Negative Pledge. So long as Neither the Company nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willConsolidated Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Amended Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Amended Agreement in an aggregate principal amount not exceeding $100,000,000; (b) any Lien existing on any asset of any entity at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such event; (c) 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 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 entity becoming existing at the time such entity is merged or consolidated with or into the Company or a Consolidated Subsidiary and does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or cover a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) any undertakingLien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 5.08, provided that such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or any obligations of the type referred to in the proviso to the definition of Debt, (ii) do not secure any obligation in an amount exceeding $75,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; and (including h) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any uncalled capital) time outstanding not to exceed 10% of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Stockholders’ Equity.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Company will not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding not permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Material Subsidiary to, create, assume or suffer to exist any of its or their present or future businessLien securing Debt on any Restricted Property, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on 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 Effective Date; (b) any Lien existing on any asset of any Person at the time such other Security Interest Person becomes (or other arrangement (whether merges or not it includes the giving of combines with) a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Material Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming a event; (c) any Lien on any asset (and improvements thereto and proceeds thereof) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within one year after the acquisition thereof; (d) any Lien on any improvements constructed on any property of the Company or any such Material Subsidiary and does not extend to any theretofore unimproved real property on which such improvements are located securing Debt incurred for the purpose of financing all or cover any undertaking, assets or revenues (including any uncalled capital) part of the Issuercost of constructing such improvements; provided that such Lien attaches to such improvements within one year after the later of (i) completion of construction of such improvements and (ii) commencement of full operation of such improvements; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or a Material Subsidiary and not created in contemplation of such acquisition; (f) Liens on property of the Company or a Material Subsidiary in favor of any Governmental Authority to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the Guarantor purpose of financing all or any part of their respective the purchase price or the cost of construction of the property subject to such Liens; (g) Liens resulting from judgments that have been stayed or bonded or not exceeding $500,000,000; (h) Liens on property of any Material Subsidiary in favor of the Company and/or one or more Material Subsidiaries; (i) any Lien created or subsisting in order to comply with Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or pursuant to Section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV); (j) any Lien entered into by the Company or any Material Subsidiary in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and any Lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom the Company or the relevant Material Subsidiary maintains a banking relationship in the ordinary course of business; (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed the greater of (x) 15% of Consolidated Net Tangible Assets (measured at the time of incurrence of such Debt) and (y) $7,500,000,000; and (l) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 5.03; provided that such Debt is not increased and is not secured by any additional assets other Subsidiaries. In these Conditions:than improvements thereon and proceeds thereof.

Negative Pledge. So long Such Borrower will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by such Borrower existing as of the Initial Effective Date, securing Indebtedness outstanding on the date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of such Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Initial Effective Date or issued thereafter; (c) any Note remains outstanding Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (as defined d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the Agency ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) neither other Liens including Liens imposed by Environmental Laws arising in the Issuer nor the Guarantor will, and each will procure that none ordinary course of its Subsidiaries 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 defined belowto such Borrower and (iii) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any do not in the aggregate materially detract from the value of its or their present or future business, undertaking, assets or revenues materially impair the use thereof in the operation of its business; (including 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 uncalled capitaldate not to exceed (i) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) each of the Noteholders; provided thatCompany and Duke Energy Carolinas, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or $750,000,000 and (ii) created in the case of each other Borrower, $150,000,000; and (p) Liens on the fuel used by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created Progress Borrowers in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:power generating businesses.

Negative Pledge. So long as Neither the Company nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) will, create assume or have outstanding suffer to exist any mortgage, charge, lien, pledge Lien securing Debt on any asset now owned or other security interest (each a “Security Interest”) uponhereafter acquired by it, or assign any right to receive income, except: (i) Liens existing on the date of this Agreement and disclosed on Schedule 5.08 attached hereto and any renewals or extensions thereof, provided that the property covered thereby is not changed; (ii) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary or is merged into or consolidated with respect tothe Company or a Subsidiary; provided that (i) such Lien is not created in contemplation of such event, (ii) such Lien shall not apply to any other property or asset of the Company or any of its or their present or future businessSubsidiaries, undertaking, assets or revenues and (including any uncalled capitaliii) to such Lien shall secure any Relevant Indebtedness (as defined below), unless only those obligations which it secures on the Issuer date of such acquisition or the Guarantordate such Person becomes a Subsidiary, as the case may be, in ; (iii) any Lien on any asset securing Debt incurred or assumed for the case purpose of financing all or any part of the creation cost of a Security Interest, before acquiring or at the same time and, in any other case, promptly, takes any and all action necessary to ensure constructing such asset; provided that (a) 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 (bi) such other Security Interest Lien attaches to such asset concurrently with or other arrangement within 180 days after the acquisition or construction thereof and (whether or not it includes the giving of a Security Interestii) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions such Lien shall not apply to any Security Interest other property or asset of the Company or any of its Subsidiaries; (iiv) arising any Lien existing on any asset prior to the acquisition thereof by operation of law the Company or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or primarily in contemplation of such entity becoming acquisition; (v) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 5.08, provided that such Debt is not increased and is not secured by any additional assets; (vi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j); (vii) any Lien on or with respect to the property or assets of any Subsidiary securing obligations owing to the Company or another Subsidiary; (viii) rights of offset and bankers’ liens in connection with Debt permitted hereby; (ix) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security (other than a Subsidiary Lien imposed by ERISA) or to secure the performance of tenders, statutory obligations, bid and does appeals bonds, contracts (other than for the repayment of borrowed money) and surety and performance bonds (including, without limitation, Liens securing obligations under indemnity agreements for surety bonds); and (x) Liens not extend otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any time outstanding not to or cover any undertaking, assets or revenues exceed ten percent (including any uncalled capital10%) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Tangible Net Worth.

Negative Pledge. So For so long as any Note remains outstanding (as defined in of the Agency Agreement) Notes remain outstanding, neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, shall create or have outstanding any mortgage, charge, lienhypothec, pledge pledge, lien or other security interest (each a “Security Interest”) upon, or with respect to, on any of its or their present or future business, undertaking, respective assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness (as defined below)indebtedness for borrowed money, unless the Issuer or the Guarantor, as the case may be, in the case of the creation of a Security Interest, before or without also at the same time and, in any or prior thereto securing equally and ratably with that other case, promptly, takes any and indebtedness for borrowed money all action necessary to ensure that (a) all amounts payable by it under of the Notes (and/or then outstanding or the Guarantee, as the case may be, provided that this covenant shall not apply or operate to prevent: (a) are secured by any security given in the Security Interest equally and rateably with ordinary course of business to secure any indebtedness payable on demand or maturing within 12 months of the Relevant Indebtednessdate that such indebtedness is originally incurred, provided: (i) such security is given at the time such indebtedness is incurred; (ii) such indebtedness does not entirely replace or is not used for the purpose of retiring or repaying any outstanding unsecured indebtedness of the Issuer or the Guarantor; and (iii) such security does not constitute security on fixed assets or security on the shares of any Subsidiary or Associate of the Guarantor; (b) any 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 has not been in commercial production during the 12-month period ending at the time of the imposition of such security, to secure any indebtedness incurred for the development or improvement thereof or the development or improvement of any other Security Interest assets of the Issuer or other arrangement 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; (whether e) any security in favor of the Government of Canada or not it includes of the giving United States of a Security InterestAmerica 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) shall be provided as is approved by an Extraordinary Resolution (as defined any renewal, refunding or extension of any security referred to in the Agency Agreementforegoing clauses (a) of to (e) in which the Noteholdersprincipal outstanding after such renewal, refunding or extension is not increased and the security is limited to the assets originally subject thereto and any improvements thereon; provided that, the foregoing provisions shall not apply to or (g) any Security Interest (i) arising by operation of law or (ii) other security created by an entity which becomes a Subsidiary the Issuer or the Guarantor if, after giving effect to the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuersecurity, the Guarantor or any aggregate principal amount of their respective other Subsidiaries. In these Conditions:indebtedness secured by such security would not be greater than 5% of Shareholders' Equity.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Borrower shall not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding shall not permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Restricted Subsidiary to, create, assume or suffer to exist any of its Lien on any asset now owned or their present hereafter acquired by it (or future business, undertaking, assets any income therefrom or revenues (including any uncalled capital) right to secure any Relevant Indebtedness (as defined belowreceive income therefrom), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens created pursuant to 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 Collateral Documents; (b) such other Security Interest any Lien on any property or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) asset of the NoteholdersBorrower or any Restricted Subsidiary existing on the Third Amendment and Restatement Effective Date and set forth in Schedule 7.02; provided that, the foregoing provisions that (i) such Lien shall not apply to any Security Interest (i) arising by operation other property or asset of law the Borrower or any Restricted Subsidiary and (ii) created such Lien shall secure only those obligations which it secures on the Third Amendment and Restatement Effective Date ; (c) any Lien existing on any asset prior to the acquisition thereof by an entity which becomes the Borrower or a Subsidiary after the date of creation of Restricted Subsidiary; provided that such Security Interest where the Security Interest Lien was not created in connection with or in contemplation of such entity becoming a Subsidiary event and does not extend to any other property of the Borrower or cover any undertakingRestricted Subsidiary; (d) any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary or merges into the Borrower or any of its Restricted Subsidiaries in connection with an Acquisition; provided that such 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 Restricted Subsidiary and (ii) Liens placed upon the assets of such Restricted Subsidiary or revenues 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 uncalled capitalMinority-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 IssuerPermitted 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 Guarantor or any amount of their respective other Subsidiaries. In these Conditions: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. So long as None of the Borrower, any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each Covered Subsidiary or any Significant Subsidiary will procure that none of its Subsidiaries (as defined below) will, create or have outstanding assume any mortgageLien on any asset now owned or hereafter acquired by it, chargeexcept: (a) Liens existing as of the Effective Date; (b) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset (it being understood that, lienfor this purpose, pledge the acquisition of a Person is also an acquisition of the assets of such Person); provided that the Lien attaches to such asset concurrently with or other security interest (each a “Security Interest”) uponwithin 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, 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 the Guarantor, as the case may besuch acquisition; provided further that, in the case of real estate, (i) the Lien attaches within 12 months after the latest of the acquisition thereof, the completion of construction thereon or the commencement of full operation thereof and (ii) the Debt so secured does not exceed the sum of (x) the purchase price of such real estate plus (y) the costs of such construction; (d) Until the date which is ninety days following the Effective Date, any Lien on shares of any equity security or any warrant or option to purchase an equity security or any security which is convertible into an equity security issued by any Subsidiary of the Borrower that holds, directly or indirectly through a holding company or otherwise, a license to conduct gaming under any Gaming Law, and in the proceeds thereof; provided that this clause shall apply only so long as the Gaming Laws of the relevant jurisdiction provide that the creation of any restriction on the disposition of any of such securities shall not be effective and, if such Gaming Laws at any time cease to so provide, then this clause shall be of no further effect; and provided further that if at any time the Borrower or any of its Subsidiaries creates or suffers to exist a Security InterestLien covering such securities in favor of the holder of any other Indebtedness, before it will (subject to any approval required under such Gaming Laws) concurrently grant a pari-passu Lien likewise covering such securities in favor of the Administrative Agent for the benefit of the Lenders; (e) any Lien on any asset of any corporation or other business entity existing at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) 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 corporation or other arrangement (whether business entity is merged or not it includes consolidated with or into the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law Borrower or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and does not extend 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 to or cover any undertakingtransaction costs of such refinancing, assets extension, renewal or revenues (including refunding) and is not secured by any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:additional assets;

Negative Pledge. So long None of the Borrower, any Covered Subsidiary or any Significant Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing as of the Effective Date; (b) any Note remains outstanding Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (as defined in c) any Lien on any asset (other than Liens created to finance or refinance the Agency cost of acquiring the equity interests and other assets acquired or to be acquired pursuant to the Caesars Acquisition Agreement) neither securing Debt incurred or assumed for the Issuer nor purpose of financing all or any part of the Guarantor willcost of acquiring or constructing such asset (it being understood that, and each will procure that none for this purpose, the acquisition of its Subsidiaries (as defined below) will, create a Person is also an acquisition of the assets of such Person); PROVIDED THAT the Lien attaches to such asset concurrently with or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) uponwithin 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, 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 the Guarantor, as the case may besuch acquisition; provided further that, in the case of the creation of a Security Interestreal estate, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by the Lien attaches within 12 months after the latest of the acquisition thereof, the completion of construction thereon or the commencement of full operation of law or thereof and (ii) created by an the Debt so secured does not exceed the sum of (x) the purchase price of such real estate plus (y) the costs of such construction; (d) any Lien on any asset of any corporation or other business entity which becomes (including without limitation the Persons acquired pursuant to the Caesars Acquisition Agreement) existing at the time such corporation or other business entity is merged or consolidated with or into the Borrower or a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and does not extend 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 (other than to or cover any undertakingtransaction costs of such refinancing, assets extension, renewal or revenues (including refunding) and is not secured by any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:additional assets;

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Borrower shall not, and each will shall procure that none of its no Principal Subsidiary (other than Listed Principal Subsidiaries (as defined belowand their Subsidiaries) willshall, create create, incur, assume or have outstanding permit to subsist any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, Encumbrance over any of its or their present or future business, undertaking, assets or revenues to secure the Indebtedness of such company except for: (including any uncalled capitalA) Permitted Encumbrances; (B) the creation of Encumbrances (other than Permitted Encumbrances) to secure any Relevant Indebtedness incurred after the date of this Agreement where the aggregate outstanding principal amount of such secured Indebtedness (excluding secured Indebtedness of Listed Principal Subsidiaries and their respective Subsidiaries and indebtedness secured by Permitted Encumbrances) is less than or equal to 50% of the Borrower's Adjusted Consolidated Net Worth as defined below), unless determined by reference to the Issuer or the Guarantor, as the case may be, in the case of most recent Financial Statements delivered pursuant to clause 17.1 (Financial Statements) provided that not less than 10 Business Days after the creation of any such Encumbrances in respect of Indebtedness of greater than US$30,000,000 (or its equivalent), the Borrower has provided a Security Interestconfirmation in writing to the Agent certifying compliance with the foregoing requirement and setting out details of all Indebtedness secured and to be secured and the Borrower's Adjusted Consolidated Net Worth; or (C) Encumbrances created, before incurred, assumed or permitted to subsist on terms satisfactory to the Agent (acting on the instructions of the Majority Lenders) including effective provisions being made whereby the Facility will be secured either at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) all amounts payable by it under the Notes (and/or the Guarantee, as the case may be) are secured by the Security Interest least equally and rateably with the Relevant Indebtedness; such Indebtedness or (b) by such other Security Interest or other arrangement (whether or not it includes the giving of a Security Interest) Encumbrances as shall be provided as is have been approved by an Extraordinary Resolution (the Majority Lenders for so long as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Indebtedness will be so secured.

Negative Pledge. So long as any Note remains outstanding (as defined in a) Subject to paragraph (b) below, the Agency AgreementCompany shall not (and shall ensure that no other Group Company will) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding permit to subsist any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, over 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 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 case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest than: (i) any Security created under any Finance Document; (ii) any Security arising by operation of law or in the ordinary course of trade; (iiiii) any Security granted in the ordinary course of trade over accounts created pursuant to any deposit or retention of purchase price arrangements; (iv) any netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Group Companies; (v) any Security over an entity asset of a Group Company established to hold assets of any share option scheme of the Group securing any loan from a Group Company to finance the acquisition of such assets; (vi) any Security over an asset of a Group Company, or any company which becomes a Subsidiary Group Company, to secure Financial Indebtedness incurred by such company for the purpose of purchasing that asset or of refinancing any such Financial Indebtedness where recourse for that Financial Indebtedness is limited solely to such Security, provided that such Security secures Financial Indebtedness, the aggregate outstanding principal amount of which does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time; (vii) any Security over treasury shares in a Group Company which have been purchased pursuant to a share buy-back scheme; (viii) any Security over or affecting any property or asset of a Group Company after the date of creation of such Security Interest this Agreement, where the Security Interest is created prior to the date on which that company becomes a Group Company, if: (A) the Security was not created in connection with or contemplation of the acquisition of that company; (B) the principal amount secured has not increased in contemplation of such entity or since the acquisition of that company; and (C) the Security is removed or discharged within three months of that company becoming a Subsidiary Group Company; (ix) any Security over or affecting any property or asset acquired by a Group Company after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a Group Company; (B) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a Group Company; and (C) the Security is removed or discharged within three months of the date of acquisition of such asset; (x) any Security listed in Part I of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) where the principal amount secured has not been increased since the date of this Agreement unless expressly permitted by the terms of this Agreement; (xi) any Security granted by a Group Company over trade receivables as part of any invoice discounting, factoring or securitisation arrangement which trade receivables have a maturity of less than 364 days where the aggregate principal amount of Financial Indebtedness secured by such Security does not extend exceed Euro 600,000,000 (or its equivalent in any currency or currencies) provided that to the extent security created pursuant to paragraph (xvi) below is security for a securitisation, the amount referred to herein shall be decreased by the principal amount of the securitisation secured by such Security; (xii) any Security granted by a Group Company (other than an Obligor) in favour of another Group Company or cover Security granted by an Obligor in favour of another Obligor, provided that no Non-Obligor Chargor or member of the Guarantor Coverage Group may grant any undertakingSecurity in favour of, or for the benefit of, a Sappi Manufacturing Group Company; (xiii) any retention or extended retention of title, hire purchase or conditional sale arrangements or other arrangements having the same effect and rights of set-off arising in the ordinary course of trade with suppliers of goods and services to any Group Company and if arising as a result of any default or omission by any Group Company, which does not subsist for a period of more than 90 days; (xiv) any Security granted with the prior consent of the Majority Lenders; (xv) any Security granted in favour of a Senior Creditor to the extent that such Security secures all Senior Creditors on a pari passu basis and is otherwise permitted under the terms of the Intercreditor Agreement; (xvi) any Security created over the M-Real Trade Receivables to secure Financial Indebtedness permitted under Clause 22.9 (Financial Indebtedness); (xvii) any Bond Only Security (as defined in the Intercreditor Agreement); and (xviii) any Security not falling within any of paragraphs (i) to (xvii) above over an asset which secures indebtedness, the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any Group Company (other than Security falling within paragraphs (i) to (xvii) above inclusive)) does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time. (b) The Company shall procure that no Sappi Manufacturing Group Company will create or permit to subsist any Security over any of its assets for Sappi Manufacturing Group Indebtedness other than Security permitted under sub-paragraphs (ii) (arising by operation of law only), (iv), (viii), (ix), (x), (xi), (xii), (xiv) or revenues (including any uncalled capitalxviii) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:paragraph (a) above.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreementa) neither the Issuer nor the Guarantor will, The Borrower shall not (and each will procure shall ensure that none of its Principal Subsidiaries (as defined belowwill) will, create or have outstanding permit to subsist any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, over any of its or their present or future business, undertaking, assets or revenues assets. (including any uncalled capitalb) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that Paragraphs (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall above does not apply to any Security Interest to: (i) Any Security (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) existing on 31 December 2004 as disclosed in the Original Financial Statements together with any 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) any lien arising by operation of law and in the ordinary course of business; (iii) any Security existing (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any asset acquired by a member of the Group after the date of this Agreement if: (iiA) the Security was not created in contemplation of the acquisition of that asset by an entity a member of the Group; and (B) the principal amount secured has not been increased in contemplation of or 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 creation of such Security Interest this Agreement, where the Security Interest is created prior to the date on which that company becomes a member of the Group, if: (A) the Security was not created in connection with or contemplation of the acquisition of that company; and (B) the principal amount secured has not increased in contemplation of or since the acquisition of that company; (v) any Security created pursuant to any Finance Document; (vi) any Security which secures indebtedness provided by Supranational or International Development Institutions which pursuant to their usual practices requires such entity becoming 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 purpose of financing the cost of the building, developing or 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 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 Group enters into a back to back, foreign exchange, swap or derivative transaction in each case which is in the ordinary course of business and in relation to which the relevant bank, financial institution, stock exchange or clearing house requires such cash or securities to be deposited and such Security to be granted as a condition of entering into such transaction. (xi) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by the Borrower or any Principal Subsidiary and other than any permitted under paragraphs (i) to (ix) above) does not extend exceed €300,000,000 (or its equivalent in another currency or currencies). (xii) any Security to or cover any undertakingwhich the Majority Lenders have given their prior, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:written consent.

Negative Pledge. So long as Neither the Company nor any Note remains Consolidated Subsidiary will create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien created under the Loan Documents; (b) Liens existing on the Restatement Effective Date securing Indebtedness outstanding on the Restatement Effective Date and set forth on Schedule 6.02; (as defined in the Agency Agreementc) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, Lien on any of its or their present or future business, undertaking, assets or revenues asset securing Indebtedness (including Capital Lease Obligations) incurred or assumed for the purpose of financing all or any uncalled capital) to secure any Relevant Indebtedness (as defined below), unless the Issuer or the Guarantor, as the case may be, in the case part of the creation cost of a Security Interestacquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof, before or at the same time and, in addition, (i) any other caseLien deemed to exist under a Capital Lease Obligation permitted under Sections 6.01 and 6.06 and (ii) any other Lien deemed to exist under a capital lease that does not constitute a Capital Lease Obligation; (d) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary, promptly, takes any and all action necessary to ensure provided that (a) 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 (bi) such other Security Interest Lien is not created in contemplation of or other arrangement in connection with such corporation becoming a Consolidated Subsidiary, (whether or not it includes the giving of a Security Interestii) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions such Lien shall not apply to any Security Interest other property or assets of the Company or any Subsidiary and (iiii) arising by operation of law or (ii) created by an entity such Lien shall secure only those obligations which it secures on the date such corporation becomes a Consolidated Subsidiary after and extensions, renewals and replacements thereof that do not increase the date outstanding principal amount thereof; (e) any Lien on any asset of creation of any corporation existing at the time such Security Interest where corporation is merged or consolidated with or into the Security Interest was Company or any Consolidated Subsidiary and not created in connection with or in contemplation of such entity becoming a Subsidiary and does event; provided that such Lien shall not extend to other properties or cover any undertaking, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor Company or any Subsidiary and shall secure only those obligations which it secures on the date of their respective such merger or consolidation and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (f) any Lien existing on any asset prior to the acquisition thereof by the Company or any Consolidated Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing 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, or 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. In these Conditions:; (i) (x) Liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is, in good faith, prosecuting an appeal or proceedings for review and (y) Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in any legal proceeding to which the Company or any Subsidiary is a party; provided that the Liens permitted by the foregoing clause (y) shall not secure obligations in an aggregate principal amount outstanding in excess of 5% of Consolidated Tangible Net Worth;

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreementa) neither the Issuer nor the Guarantor will, The Borrower shall not (and each will procure shall ensure that none of its Principal Subsidiaries (as defined belowwill) will, create or have outstanding permit to subsist any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, over any of its or their present or future business, undertaking, assets or revenues assets. (including any uncalled capitalb) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that Paragraphs (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall above does not apply to any Security Interest to: (i) Any Security (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) existing on 31st December 2003 as disclosed in the Original Financial Statements together with any 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) any lien arising by operation of law and in the ordinary course of business; (iii) any Security existing (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any asset acquired by a member of the Group after the date of this Agreement if: (iiA) the Security was not created in contemplation of the acquisition of that asset by an entity a member of the Group; and (B) the principal amount secured has not been increased in contemplation of or 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 creation of such Security Interest this Agreement, where the Security Interest is created prior to the date on which that company becomes a member of the Group, if: (A) the Security was not created in connection with or contemplation of the acquisition of that company; and (B) the principal amount secured has not increased in contemplation of or since the acquisition of that company; (v) any Security created pursuant to any Finance Document; (vi) any Security which secures indebtedness provided by Supranational or International Development Institutions which pursuant to their usual practices requires such entity becoming 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 purpose of financing the cost of the building, developing or 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 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 Group enters into a back to back, foreign exchange, swap or derivative transaction in each case which is in the ordinary course of business and in relation to which the relevant bank, financial institution, stock exchange or clearing house requires such cash or securities to be deposited and such Security to be granted as a condition of entering into such transaction. (xi) any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by the Borrower or any Principal Subsidiary and other than any permitted under paragraphs (i) to (ix) above) does not extend exceed €300,000,000 (or its equivalent in another currency or currencies). (xii) any Security to or cover any undertakingwhich the Majority Lenders have given their prior, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:written consent.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Borrower shall not, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding shall not permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Restricted Subsidiary to, create, assume or suffer to exist any of its Lien on any asset now owned or their present hereafter acquired by it (or future business, undertaking, assets any income therefrom or revenues (including any uncalled capital) right to secure any Relevant Indebtedness (as defined belowreceive income therefrom), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens created pursuant to 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 Collateral Documents; (b) such other Security Interest any Lien on any property or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) asset of the NoteholdersBorrower or any Restricted Subsidiary existing on the Second Amendment and Restatement Date and set forth in Schedule 7.02; provided that, the foregoing provisions that (i) such Lien shall not apply to any Security Interest (i) arising by operation other property or asset of law the Borrower or any Restricted Subsidiary and (ii) created such Lien shall secure only those obligations which it secures on the Second Amendment and Restatement Date; (c) any Lien existing on any asset prior to the acquisition thereof by an entity which becomes the Borrower or a Subsidiary after the date of creation of Restricted Subsidiary; provided that such Security Interest where the Security Interest Lien was not created in connection with or in contemplation of such entity becoming a Subsidiary event and does not extend to any other property of the Borrower or cover any undertakingRestricted Subsidiary; (d) any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary or merges into the Borrower or any of its Restricted Subsidiaries in connection with an Acquisition; provided that such 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 (i) shall not exceed $5,000,000 at any time outstanding and (ii) shall either (A) be secured on a junior priority basis to the Liens on the Collateral securing the Secured Obligations or (B) cause the Borrowing Base to be reduced by the amount of the obligations secured by such Liens on the Collateral; (k) so long as the same is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations, Liens on Collateral securing Indebtedness incurred pursuant to Section 7.01(a)(xiv); (l) [Reserved]; (m) so long as the Borrower’s Senior Secured Leverage Ratio shall be equal to or less than 3.50:1.00 on a Pro Forma Basis (including the incurrence of any Indebtedness under Section 7.01(a)(xvii) then being incurred)) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary to secure Indebtedness incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary and (ii) Liens placed upon the assets of such Restricted Subsidiary or revenues 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 such Liens shall be subject to the Term Loan Intercreditor Agreement in the capacity of, or on terms substantially the same as are applicable to, Fixed Asset Obligations; (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 uncalled capitalMinority-Owned Affiliates) of or (y) any encumbrance or restriction imposed under any contract for the Issuer, sale by the Guarantor Borrower or any of their respective 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) so long as the same is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations, other Subsidiaries. In these Conditions: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).

Negative Pledge. So long as Neither the Company nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willConsolidated Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding US$10,000,000; (b) any Lien existing on any asset of any corporation at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which corporation becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (c) any Lien on any asset (other than Equity Interests, Indebtedness or inventory) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any 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 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 acquisition; (f) Liens securing Debt owing by any Subsidiary to any Borrower or Subsidiary Guarantor; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Excess Margin Stock; and (j) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt (other than Loans) in an aggregate principal amount at any time outstanding which, together with the amount of Debt secured by Liens permitted by the foregoing paragraphs (a) through (i), does not extend to or cover any undertaking, assets or revenues (including any uncalled capital) exceed 10% of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Total Assets.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $60,000,000; (b) any Lien existing on any asset of any corporation at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which corporation becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 180 days after the acquisition or construction 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 does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Subsidiary and not created in contemplation of such acquisition; (f) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, the Guarantor extension, renewal or refunding of any Debt secured by any Lien permitted by any of their respective other Subsidiaries. In these Conditions: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 (i) do not secure Debt and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $50,000,000; and (h) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not exceeding 10% of Consolidated Net Worth.

Negative Pledge. So long as Create or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, Lien on or with respect to, to any of its properties, whether now owned or their hereafter acquired, or assign any right to receive income, other than: (i) Liens created pursuant to the Loan Documents; (ii) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 5.01(b); (iii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that (A) are not overdue for a period of more than 30 days and (B) individually or together with all other Permitted Liens outstanding on any date of determination do not materially adversely affect the use of the property to which they relate; (iv) pledges or deposits in the ordinary course of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (v) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (vi) Liens securing judgments (or the payment of money) not constituting a Default under Section 6.01(f) or 6.01(g) or securing appeal or other surety bonds related to such judgments; (vii) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; (viii) Liens created or future business, undertaking, assets or revenues arising over any property (including Equity Interests of any uncalled capitalPerson) to secure any Relevant Indebtedness (as defined below)which is acquired, unless the Issuer constructed or 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 case, promptly, takes any and all action necessary to ensure improved by such Loan Party; provided that (aA) all any such Lien is created or arises on or before 120 days after the completion of such acquisition, construction or improvement, (B) the Indebtedness secured thereby comprises only principal amounts payable by it under raised for the Notes purposes of such acquisition, construction or improvement, together with any costs, expenses, interest and fees incurred in relation thereto or a guaranty given in respect thereof and (and/or C) any such Lien is confined solely to the Guaranteeproperty so acquired, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; constructed or (b) such other Security improved, including any Equity Interest or other arrangement interest in any Person created for the purpose of acquiring, constructing or developing and holding such property; (whether or not it includes ix) Liens over any property (including Equity Interests of any Person) at the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) time of the Noteholdersacquisition of such property by such Loan Party; provided that, the foregoing provisions shall not apply to that (A) any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest Lien was not (or is not) created in connection with or in contemplation of such entity acquisition, (B) such Lien does not apply to any other property of such Loan Party and (C) such Lien secures only those obligations which it secures on the date of such acquisition; (x) Liens on property (including Equity Interests) of another Person in existence at the time such other Person becomes a Subsidiary of a Loan Party; provided that (A) the Liens may not extend to any other property owned by such Person and (B) such Liens were not (or are not) created in connection with or in contemplation of such Person becoming a Subsidiary Subsidiary; (xi) Liens on the administrative office of the Borrower located at (A) Contralmirante Montero 500 and does ▇▇▇, ▇▇. ▇▇▇▇▇ 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 undertakingproperties of any character other than the real property or equipment being acquired, assets and no such extension, renewal or revenues 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 (including xiii) shall not exceed the amount specified therefor in Section 5.02(b)(v)(C) at any uncalled capitaltime 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 (xvi) the replacement, extension or renewal of any Lien permitted by clauses (viii) through (xv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the principal amount or change in any direct or contingent obligor) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Indebtedness secured thereby.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or aggregate; (b) any Lien existing on the date of this Agreement listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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 and does not extend created in contemplation of such 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, 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 its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $125,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or cover vested in any undertaking, assets Governmental Authority to control or revenues regulate the use of any real property; and (including m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:time outstanding not to exceed $250,000,000.

Negative Pledge. So long as Neither the Tenant nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willRestricted Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest except: (i) arising by operation Liens existing on the date of law or this Lease securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $18,000,000; (ii) created by an entity which any Lien existing on any asset of any corporation at the time such corporation becomes a Restricted Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (iii) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (iv) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Tenant or a Restricted Subsidiary and does not extend 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 Subsidiary to the Tenant; (vii) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses (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 Margin Stock; (ix) Liens for taxes or other Impositions not yet delinquent or which are being contested in good faith by appropriate proceedings and for which the Tenant shall have set aside any reserves required by GAAP; (x) Liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar Persons incurred in the ordinary course of business for sums not yet due; (xi) Liens (other than any Lien created or imposed under ERISA) incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any case of obligations incurred in connection with the borrowing of money or the obtaining of advances of credit); (xii) any attachment or judgment Lien arising in connection with court proceedings, provided that (i) the execution or other enforcement of such Lien is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings diligently conducted, and (ii) such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor and neither the Tenant's nor any such Restricted Subsidiary's title to or cover right to use any undertakingof its property is impaired in any material respect by reason of such contest; (xiii) easements, assets 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 revenues (including any uncalled capital) the obtaining of advances of credit, and which do not, individually or in the aggregate, interfere with the ordinary conduct of the Issuer, business of the Guarantor Tenant or any Restricted Subsidiary or materially detract from the value of their respective other Subsidiaries. In these Conditions:the properties subject to any such Liens; (xiv) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed 15% of Consolidated Total Capitalization; and (xv) any Lien created by or arising as a result of any of the Transaction Documents.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willThe Borrower will not, and each will procure that none not permit any of its Subsidiaries (as defined belowother than Carrier Enterprise) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, create, incur, assume or suffer to exist any Lien on 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)property now owned or hereafter acquired, unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens, if any, created in favor of the Notes (and/or Administrative Agent for the Guarantee, as benefit of the case may be) are secured by Lenders pursuant to the Security Interest equally and rateably with the Relevant Indebtedness; or Loan Documents; (b) such other Security Interest Permitted Encumbrances; (c) any Liens on any property or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) asset of the NoteholdersBorrower or any such Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided thatprovided, the foregoing provisions that such Lien shall not apply to any Security Interest other property or asset of the Borrower or any such Subsidiary; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) arising the principal amount of the Indebtedness secured by operation of law or such Liens does not exceed $20,000,000 in the aggregate at any time outstanding, (ii) created by an entity which such Liens attach to such assets concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Liens do not extend to any other assets; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) any Lien (i) existing on any asset of any Person at the time such Person becomes such a Subsidiary after of the date Borrower, (ii) existing on any asset of creation any Person at the time such Person is merged with or into the Borrower or any such Subsidiary of the Borrower or (iii) existing on any asset prior to the acquisition thereof by the Borrower or any such Security Interest where Subsidiary of the Security Interest Borrower; provided, that any such Lien was not created in connection with or in the contemplation of any of the foregoing and any such entity becoming Lien secures only those obligations which it secures on the date that such Person becomes such a Subsidiary and does not extend or the date of such merger or the date of such acquisition; (f) any Lien arising out of any Securitization Transaction permitted by Section 7.6(c); (g) extensions, renewals, or replacements of any Lien referred to or cover any undertaking, assets or revenues in paragraphs (including any uncalled capitala) through (f) of this Section 7.2; provided, that the Issuerprincipal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; and (h) other Liens arising in the ordinary course of business of the Borrower or such Subsidiary of the Borrower, as applicable; provided, that the principal amount of the Indebtedness secured by such Liens shall not exceed $20,000,000 in the aggregate at any time outstanding. For purposes of this Section, the Guarantor entry by the Borrower or any such Subsidiary into a true lease or true bailment arrangement which contains a provision purporting to ▇▇▇▇▇ ▇ ▇▇▇▇ in the event that such arrangement is determined not to constitute a true lease or true bailment and the filing of their respective a precautionary UCC financing statement in connection therewith shall not constitute the creation, incurrence, assumption or sufference of a Lien unless, under applicable law, such arrangement is determined not to constitute a true lease or true bailment arrangement and a security interest or other Subsidiaries. In these Conditions:interest in or lien on property or assets of the Borrower or any such Subsidiary has in fact been granted or deemed to have been granted.

Negative Pledge. So long as Neither the Parent nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willConsolidated Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $10,000,000; (b) any Lien existing on any asset of any corporation at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which corporation becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any 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 not created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Parent or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to any Borrower or Guarantor; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any 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 extend to or cover any undertaking, assets or revenues (including any uncalled capital) exceed 10% of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Total Assets.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) will, create assume or have outstanding suffer to exist any mortgage, charge, lien, pledge Lien securing Debt on any asset now owned or other security interest (each a “Security Interest”) uponhereafter acquired by it, or assign any right to receive income, except: (i) Liens existing on the date of this Agreement and disclosed on Schedule 5.08 attached hereto and any renewals or extensions thereof, provided that the property covered thereby is not changed; (ii) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary or is merged into or consolidated with respect toan 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 other property or asset of the Borrower or any of its or their present or future businessSubsidiaries, undertaking, assets or revenues and (including any uncalled capitaliii) to such Lien shall secure any Relevant Indebtedness (as defined below), unless only those obligations which it secures on the Issuer date of such acquisition or the Guarantordate such Person becomes a Subsidiary, as the case may be, in ; (iii) any Lien on any asset securing Debt incurred or assumed for the case purpose of financing all or any part of the creation cost of a Security Interest, before acquiring or at the same time and, in any other case, promptly, takes any and all action necessary to ensure constructing such asset; provided that (a) 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 (bi) such other Security Interest Lien attaches to such asset concurrently with or other arrangement within 180 days after the acquisition or construction thereof and (whether or not it includes the giving of a Security Interestii) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions such Lien shall not apply to any Security Interest other property or asset of the Borrower or any of its Subsidiaries; (iiv) arising any Lien existing on any asset prior to the acquisition thereof by operation of law the Borrower or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or primarily in contemplation of such entity becoming a acquisition; (v) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section 5.08, provided that such Debt is not increased and is not secured by any additional assets; (vi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j); (vii) any Lien on or with respect to the property or assets of any Subsidiary securing obligations owing to the Borrower or another Subsidiary; (viii) rights of offset and does bankers’ liens in connection with Debt permitted hereby; and (ix) Liens not extend otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any time outstanding not to or cover any undertaking, assets or revenues exceed ten percent (including any uncalled capital10%) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:Consolidated Tangible Net Worth.

Negative Pledge. So long as Such Borrower will not create, assume or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willLien on any asset now owned or hereafter acquired by it, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable Liens granted by it under such Borrower existing as of the Notes (and/or Initial Effective Date, securing Indebtedness outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $100,000,000; (b) the Lien of such other Security Interest Borrower’s Mortgage Indenture (if any) securing Indebtedness outstanding on the Initial Effective Date or issued thereafter; (c) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset; provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (f) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness is not increased (except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other arrangement governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not it includes recorded) affecting the giving use of a Security Interestreal property; (k) shall be provided as is approved by Liens with respect to judgments and attachments which do not result in an Extraordinary Resolution Event of Default; (as defined 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 Agency Agreementordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest its business which (i) arising by operation of law or do not secure Indebtedness, (ii) created do not secure any obligation in an amount exceeding $100,000,000 at any time at which Investment Grade Status does not exist as to such Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (n) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of a Lender hereunder or a Person who was, at the time of issuance, a Lender; (o) Liens not otherwise permitted by an entity which becomes a Subsidiary after the date foregoing clauses of creation this Section on assets of such Security Interest where Borrower securing obligations in an aggregate principal or face amount at any date not to exceed 15% of the Security Interest was not created in connection with or in contemplation Consolidated Net Assets of such entity becoming a Subsidiary and does not extend Borrower; (p) Liens on the fuel used by the Progress Borrowers in their power generating businesses; and (q) Liens on regulatory assets up to or cover any undertaking, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:amount approved by state legislatures and/or regulatory orders.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willConsolidated Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $30,000,000; (b) any Lien existing on any asset of any corporation at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which corporation becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction 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 Consolidated Subsidiary and does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any undertakingSubsidiary to the Borrower; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including i) any uncalled capitalLien on Margin Stock; and (j) Liens not otherwise permitted by the foregoing paragraphs of this Section securing Debt (other than indebtedness represented by the Issuer, Notes) in an aggregate principal amount at any time outstanding not to exceed 10% of Consolidated Tangible Net Worth. Provided Liens permitted by the Guarantor or any foregoing paragraphs (a) through (j) shall at no time secure Debt in an aggregate amount greater than 15% of their respective other Subsidiaries. In these Conditions:Consolidated Tangible Net Worth.

Negative Pledge. So long as Enter into any Note remains outstanding Contractual Obligation (as defined in the Agency Agreementother than this Agreement or any other Loan Document) neither the Issuer nor the Guarantor willthat prohibits any Restricted Subsidiary (other than an Excluded Subsidiary) (i) that is not a Loan Party, and each will procure that none of its Subsidiaries to pay dividends or distributions to (as defined below) will, create directly or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) uponindirectly), or with respect to make or repay loans or advances to, any of its Loan Party or their present or future business, undertaking, assets or revenues (including any uncalled capitalii) to secure any Relevant Indebtedness create, incur, assume or suffer to exist Liens on property of such Person (as defined below), unless other than Excluded Assets) for the Issuer or the Guarantor, as the case may be, in the case benefit of the creation of a Security Interest, before or at Lenders to secure the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) all amounts payable by it Obligations under the Notes Loan Documents (and/or the Guarantee, as the case may be) other than Incremental Facilities that are not intended to be 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 on a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholdersfirst lien basis); provided that, that the foregoing provisions shall not apply to any Security Interest Contractual Obligations that: (a) (i) arising by operation of law exist on the Closing Date, including Contractual Obligations governing Indebtedness incurred on the Closing Date to finance the Transactions and any Permitted Refinancing thereof or (ii) created by an entity which becomes a Subsidiary after other Contractual Obligations executed on the date of creation of such Security Interest where the Security Interest was not created Closing Date in connection with the Transactions; (b) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary or are binding on a newly formed Restricted Subsidiary that purchases or acquires (in one transaction or a series of transactions) all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of another Person, so long as, in each case, such Contractual Obligations were not entered into in contemplation of such entity Person becoming a Restricted Subsidiary (or such acquisition) or are binding with respect to any asset at the time such asset was acquired; (c) are Contractual Obligations of a Restricted Subsidiary that is not a Loan Party or to the extent applicable only to Excluded Assets; (d) are customary restrictions that arise in connection with (A) any Lien permitted by Section 7.01 and does relate to the property subject to such Lien or (B) any Disposition permitted by Section 7.05 applicable pending such Disposition solely to the assets (including Equity Interests) subject to such Disposition; (e) are joint venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such Joint Venture; (f) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of or that secures such Indebtedness and the proceeds and products thereof; (g) are restrictions in leases, subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the ordinary course of business so long as such restrictions relate to the assets subject thereto; (h) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03 to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) comprise restrictions that are, taken as a whole, in the good faith judgment of the Borrower (i) no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type, (ii) no more restrictive than the restrictions contained in this Agreement, or not extend reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any payments required hereunder; (n) apply by reason of any applicable Law, rule, regulation or cover order or are required by any undertakingGovernmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary; (o) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03(g), (h), (i), (j), (l), (m), (x) or (y); (p) Contractual Obligations that are subject to the applicable override provisions of the UCC; (q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or revenues property) included in sale leaseback agreements or other similar agreements; (including r) net worth provisions contained in agreements entered into by the Borrower or any uncalled capital) Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the IssuerBorrower or such Restricted Subsidiary to meet its ongoing obligations; (s) restrictions arising in any agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or other assets or activities subject to the Guarantor applicable Cash Management Services, (ii) any treasury arrangements and (iii) any Hedge Agreement; (t) restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any Restricted Subsidiary of their respective such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; and (u) other Subsidiariesrestrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the contracts, instruments or obligations referred to in the preceding clauses of this Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. In these Conditions:Notwithstanding the foregoing, in no event shall any Loan Party or any Restricted Subsidiary enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on any Material Intellectual Property related to any Specified Product for the benefit of the Lenders to secure the Obligations under the Loan Documents, other than any prohibitions included in any licenses or sublicenses of any Specified Product in the ordinary course of business.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; date of this Agreement in an aggregate principal or face amount not exceeding $2,000,000; (b) any Lien existing on any asset of any Person at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which Person becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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 Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary and does not extend created in contemplation of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or cover a Subsidiary and not created in contemplation of such acquisition; (f) any undertaking, assets or revenues (including any uncalled capital) Lien arising out of the Issuerrefinancing, the Guarantor extension, renewal or refunding of any Debt secured by any Lien permitted by any of their respective other Subsidiaries. In these Conditions: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 (i) do not secure Debt or Derivatives Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $10,000,000; (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 $75,000,000; and (i) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount not at any time exceeding 5% of Consolidated Tangible Net Worth.

Negative Pledge. So long as any Note remains outstanding (as defined in the Agency Agreementa) neither the Issuer Neither IR Parent nor the Guarantor Borrower will, and each nor will procure that none of its Subsidiaries (as defined below) will, create or have outstanding it permit any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect Restricted Subsidiary to, create, assume or guarantee any indebtedness for money borrowed secured by a Mortgage on any Principal Property of its the Borrower, IR Parent or their present any Restricted Subsidiary or future businesson any shares or indebtedness of any Restricted Subsidiary (whether such Principal Property, undertakingshares or indebtedness are now owned or hereafter acquired) without, assets in any such case, effectively providing concurrently with the creation, assumption or revenues 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 uncalled capitalextension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness): (i) on property, shares or indebtedness of any corporation which Mortgage exists at the time such corporation becomes a Restricted Subsidiary; or (ii) on property existing at the time of acquisition thereof by the Borrower, IR Parent or a Restricted Subsidiary, or securing any indebtedness incurred by the Borrower, IR Parent or a Restricted Subsidiary prior to, at the time of or within 180 days after the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement the Mortgage shall not apply to any property theretofore owned by the Borrower, IR Parent or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property so constructed, or the improvement, is located; or (iii) on property, shares or indebtedness of a corporation, which Mortgage exists at the time such corporation is merged into or consolidated with the Borrower, IR Parent or a Restricted Subsidiary, or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to the Borrower, IR Parent or a Restricted Subsidiary; or (iv) on property of a Restricted Subsidiary to secure indebtedness of such Restricted Subsidiary to the Borrower, IR Parent or another Restricted Subsidiary; or (v) on property of the Borrower, IR Parent or a Restricted Subsidiary in favor of the United States of America or any 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 Relevant Indebtedness 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 (as defined belowvi) on property, which Mortgage exists at the date of 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), unless (ii), (iii) and (v) of this Section 5.6 shall not extend to or cover any property of the Issuer Borrower, IR Parent or the Guarantorsuch 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 of Sale and Leaseback Transactions existing at such time (other than Sale and Leaseback Transactions the proceeds of which have been applied in accordance with Section 5.6(d)(ii)), does not at the time of such creation, assumption or guaranteeing exceed 7.5% of Consolidated Net Worth; provided that obligations in respect of operating leases or receivables securitization facilities that are not required to be set forth on a balance sheet based on GAAP as in effect on the 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 constitute Consolidated Debt by reason of such change. (c) Notwithstanding the foregoing provisions of this Section 5.6, the Borrower will not permit any Subsidiaries (other than a Restricted Subsidiary) to which after the date hereof the Borrower, IR Parent or 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 accordance with the provisions of this Agreement by the Borrower, IR Parent or such Restricted Subsidiary making such transfer. (d) Neither IR Parent nor the Borrower will, nor will it permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction, unless (i) IR Parent, the Borrower or such Restricted Subsidiary, as applicable, would be entitled, pursuant to the foregoing subsections of this Section 5.6, to incur indebtedness secured by a Mortgage on such Principal Property without equally and ratably securing the Loans and the other obligations of the Loan Parties hereunder and under the Notes or (ii) IR Parent or the Borrower 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 may be extended or renewed at the option of IR Parent or the Borrower to, a date more than 12 months after the date of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:indebtedness.

Negative Pledge. So long as Neither the Borrower nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willConsolidated Subsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or date of this Agreement securing Debt outstanding on the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or date of this Agreement in an aggregate principal amount not exceeding $25,000,000; (b) any Lien existing on any specific fixed asset of any corporation at the time 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which corporation becomes a Consolidated Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming event; (c) any Lien on any specific fixed asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any 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 does not extend created in contemplation of such event; (e) any Lien existing on any specific fixed asset prior to the acquisition thereof by the Borrower or cover a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) any undertakingLien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (g) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including h) any uncalled capitalLien on Margin Stock; (i) Debt owing to the Borrower or another Subsidiary; (j) Liens created under the Pledge Agreement and the other Loan Documents; and (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt (other than indebtedness represented by the Issuer, the Guarantor or Note) in an aggregate principal amount at any of their respective other Subsidiaries. In these Conditions:time outstanding not to exceed $100,000.

Negative Pledge. So long Neither the Company nor any Restricted Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $15,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary and not created in contemplation or as a result of such event; (c) any Note remains 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 Person existing at the time such Person is merged or consolidated with or into the Company or another Restricted Subsidiary and not created in contemplation or as a result of such event; (e) any Lien existing on any asset prior to the acquisition thereof by the Company or another Restricted Subsidiary and not created in contemplation or as a result 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 beyond the then outstanding principal amount thereof and is not secured by any additional assets; (as defined g) Liens incidental to the 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 $10,000,000 and (iii) do not in the Agency Agreementaggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) neither Liens created by any Restricted Subsidiary as security for Debt owing to the Issuer nor Company; (i) Liens created by the Guarantor willCompany as security for Debt owing to Subsidiaries, but only if the only security for such Debt consists of Investments acquired by the Company solely from the proceeds of such 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 addition to the Liens permitted by clauses (a) through (j), inclusive, and each will procure that none (1) and (m) of its Subsidiaries this Section, a Lien on any asset securing Debt of the Company or any Restricted Subsidiary, in an aggregate outstanding principal amount at no time exceeding $10,000,000; (as defined below1) willin addition to the Liens permitted by clauses (a) through (k), create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”m) upon, or with respect toand (n) of this Section, any Lien on real property leased by the Company or any Restricted Subsidiary pursuant to a capital lease (which capital lease was entered into in connection with a sale leaseback transaction whereby the Company or such Restricted Subsidiary, as the case may be, was the seller) securing Debt of its the Company 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 the Guarantorsuch Restricted Subsidiary, as the case may be, in the case of the creation of a Security Interest, before or an aggregate outstanding principal amount at the same no time and, in any other case, promptly, takes any and all action necessary to ensure that (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was not created in connection with or 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 Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:exceeding $50,000,000;

Negative Pledge. So long as (a) No Obligor nor any Note remains outstanding (as defined in of the Agency Agreement) neither the Issuer nor the Guarantor will, and each will procure that none of its Material Subsidiaries (as defined below) will, may create or have outstanding permit to subsist any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, Interest on any of its or their present or future business, undertaking, assets or revenues assets. (including any uncalled capitalb) to secure any Relevant Indebtedness (as defined below), unless the Issuer or 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 case, promptly, takes any and all action necessary to ensure that Paragraph (a) 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 Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall does not apply to any Security Interest to: (i) any lien arising by operation of law or in the ordinary course of business and securing amounts not more than 30 days overdue; (ii) created by an entity any Security Interest over the assets of any company which becomes a Material Subsidiary of an Obligor after the date of creation of such Security Interest where this Agreement, provided that: (A) the Security Interest was is in existence prior to the date that it becomes a Material Subsidiary and is created otherwise than in contemplation of becoming a Material Subsidiary; (B) the principal amount secured thereby immediately prior to it becoming a Material Subsidiary of the relevant Borrower is not thereafter increased or its maturity extended; and (C) the relevant Obligor uses all reasonable endeavours to discharge or procure the discharge of that Security Interest as soon as reasonably practicable after the company is acquired; (iii) any Security Interest over any assets (or documents of title thereto) which are acquired by an Obligor or any Material Subsidiary of an Obligor subject to that Security Interest, provided that: (A) the Security Interest is in existence prior to the date of the acquisition and is created otherwise than in contemplation of the acquisition; (B) the principal amount secured thereby immediately prior to that asset being acquired does not exceed either its then resale value or its original cost, and is not thereafter increased or its maturity extended; and (C) the relevant Obligor uses all reasonable endeavours to discharge or procure the discharge of that Security Interest as soon as reasonably practicable after the acquisition; (iv) any Security Interest created to secure any excise or import taxes or duties owed to, or industrial grants made by, any state or state agency or authority; (v) Security Interests arising out of rights of consolidation, combination, netting or set-off over any current and/or deposit accounts with a bank or financial institution, where it is necessary to agree to those rights in connection with a treasury management arrangement operated by an Obligor and/or its Material Subsidiaries in the ordinary course of its business or risk management; (vi) any Security Interest resulting from retention of title or conditional sale arrangements which are contained in the normal terms of supply of a supplier of goods to an Obligor or its Material Subsidiary, where the goods are acquired by such Obligor or Material Subsidiary in the ordinary course of business and the arrangements do not constitute Financial Indebtedness; (vii) any Security Interest arising in the ordinary course of business of an Obligor or its Material Subsidiary in relation to that Obligor's or Material Subsidiary's participation in or trading on or through a clearing system or investment, commodity or stock exchange, where, in each case, the Security Interest arises under the rules or normal procedures or legislation governing the clearing system or exchange and neither with the intention of creating security nor in connection with the borrowing or raising of money; (viii) any Security Interest arising out of or in contemplation connection with pre-judgment legal process or a judicial award relating to security for costs; (ix) any Security Interest created by a Material Subsidiary in favour of such entity becoming a Subsidiary and an Obligor; or (x) any other Security Interests provided that the aggregate amount secured by those Security Interests does not extend to exceed US$20,000,000 (or cover its equivalent in any undertaking, assets or revenues (including other currency) at any uncalled capital) of the Issuer, the Guarantor or any of their respective other Subsidiaries. In these Conditions:time.

Negative Pledge. So long as The Borrower will not create, assume or suffer to exist any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willLien on any asset now owned or hereafter acquired by it, and each will procure that none of its Subsidiaries (as defined below) will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under the Notes (and/or Lien of the Guarantee, as the case may be) are secured by the Security Interest equally and rateably with the Relevant Indebtedness; or Umbrella Mortgage; (b) such other Security Interest any Lien that qualifies as an “Excepted Encumbrance” under Section 1.06 of the Umbrella Mortgage, provided that foreclosure of any Liens for taxes, assessments or other arrangement governmental charges so qualifying shall have been effectively stayed; (whether c) any Lien on the Borrower’s interest in facilities securing Debt incurred or not it includes assumed for the giving purpose of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) financing all or any part of the Noteholders; cost of acquiring such facilities, provided that, that the foregoing provisions shall not apply to interest on such Debt is exempt from tax under the Internal Revenue Code as in effect when such Debt is incurred or assumed; (d) any Security Interest Lien on the Borrower’s interest in Pollution Bonds or cash or cash equivalents securing (i) arising by operation the obligation of law the Borrower to reimburse the issuer of a Pollution LC for a drawing on such Pollution LC for the purpose of purchasing Pollution Bonds or (ii) created by an entity which becomes a Subsidiary the obligation of the Borrower to reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Pollution Bonds; (e) any Lien on any asset securing Debt of the Borrower incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the date acquisition thereof; (f) any Lien on any asset of creation of any corporation existing at the time such Security Interest where corporation is merged or consolidated with or into the Security Interest was Borrower and not created in connection with or in contemplation of such entity becoming a Subsidiary event; (g) any Lien existing on any asset prior to the acquisition thereof by the Borrower and does not extend created in contemplation of such acquisition; (h) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt of the Borrower secured by any Lien permitted by any of the foregoing clauses (b) through (g), inclusive, of this Section, provided that such Debt is not increased and is not secured by any additional assets; (i) Liens incidental to the conduct of its business or cover the ownership of its assets which (i) do not secure Debt or obligations under Hedging Agreements, (ii) do not secure any undertaking, single obligation (or series of related obligations) in an amount exceeding $100,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or revenues materially impair the use thereof in the operation of its business; (including any uncalled capitalj) 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 Issuer, Borrower and Liens not permitted by clause (j) above on cash and cash equivalents securing obligations under Hedging Agreements; provided that the Guarantor sum of (i) the aggregate principal amount of Debt secured by such Liens and (ii) the aggregate amount of cash and cash equivalents subject to Liens not permitted by clause (j) above securing obligations under Hedging Agreements shall not at any time exceed 7.5% of Tangible Net Worth; (l) the right of the counterparty to two or more Hedging Agreements with the 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 their respective 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 Subsidiaries. In these Conditions:requirements are not met and apply any proceeds thereof to any resulting balance due.

Negative Pledge. So long as Neither a Credit Party nor any Note remains outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor willSubsidiary will create, and each will procure that none of its Subsidiaries (as defined below) willassume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, create or have outstanding any mortgage, charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, any of its 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 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 case, promptly, takes any and all action necessary to ensure that except: (a) all amounts payable by it under Liens existing on the Notes (and/or the Guarantee, as the case may be) are secured by the Security Interest equally Effective Date and rateably with the Relevant Indebtedness; or listed on Schedule 5.9 hereto; (b) any Lien existing on any asset of any Person at the time such other Security Interest Person merges with or other arrangement (whether or not it includes the giving of a Security Interest) shall be provided as is approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders; provided that, the foregoing provisions shall not apply to any Security Interest (i) arising by operation of law or (ii) created by an entity which becomes a Subsidiary after the date of creation of such Security Interest where the Security Interest was and not created in connection with or in contemplation of such entity becoming 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 only to such asset acquired and attaches concurrently with or within 90 days after the acquisition thereof; (d) any Lien 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, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (e) any Lien existing on any asset prior to the acquisition thereof by a Credit Party or a Subsidiary and does not extend 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 the amount of such Debt is not increased and is not secured by any additional assets; (g) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $5,000,000 and (iii) do not in the aggregate materially detract from the value of the assets secured or materially impair the use thereof in the operation of such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (i) Liens securing Debt permitted under Section 5.15(iv) hereof; (j) Liens incurred or deposits or pledges made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, (ii) to secure the payment or cover any undertakingperformance of tenders, assets statutory or revenues 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 uncalled capital) State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the Issuerforegoing 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; and (k) Liens not otherwise permitted by the Guarantor foregoing clauses of this Section 5.9 securing Debt in an aggregate principal or face amount at any date not to exceed 20% of their respective other SubsidiariesConsolidated Net Worth of the Borrower. In these Conditions: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 group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof.