Common use of Negative Pledge Clause in Contracts

Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).

Negative Pledge. (a) The Company agrees that, subsequent to the Release Date (as defined in the Indenture) and so long as any Bonds remain outstanding, the Company will not itselfissue, assume or guarantee any Debt secured by any mortgage, security interest, pledge or lien (herein referred to as a “mortgage”) of or upon any Operating Property of the Company, whether owned at the date of the Indenture or thereafter acquired, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), Debt secured by pledge ofa mortgage on any Operating Property created on or prior to the Release Date, or mortgage or lien onwithout in any such case effectively securing, any Principal Domestic Manufacturing Property on the later to occur of the Company issuance, assumption or any Manufacturing Subsidiary, or any shares of stock of or Debt guaranty of any Manufacturing Subsidiary (such mortgagesDebt or the Release Date, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured Bonds equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restriction shall not apply to Debt secured byby any of the following: (a1) Pledges of property of, or mortgages on any shares property existing at the time of stock acquisition thereof; (2) mortgages on property of or Debt of, any a corporation existing at the time such corporation becomes is merged into or consolidated with the Company, or at the time of a Manufacturing Subsidiarysale, lease or other disposition of the properties of such corporation or a division thereof as an entirety or substantially as an entirety to the Company, provided that such mortgage as a result of such merger, consolidation, sale, lease or other disposition is not extended to property owned by the Company immediately prior thereto; (b3) Pledges mortgages on property to secure all or part of the cost of acquiring, substantially repairing or altering, constructing, developing or substantially improving such property, or to secure indebtedness incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided such mortgages are created or assumed contemporaneously with, or within 18 months after, such acquisition or completion of substantial repair or alteration, construction, development or substantial improvement or within six months thereafter pursuant to a commitment for financing arranged with a lender or investor within such 18 month period; (4) mortgages in favor of the Company United States of America or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progressState thereof, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part department, agency or instrumentality or political subdivision of the purchase price thereof United States of America or any state thereof, or for the benefit of holders of securities issued by any such entity, to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofor the cost of substantially repairing or altering, constructing, developing or substantially improving the property subject to such mortgages; andor (e5) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge mortgage referred to in the foregoing clauses (a1) to (d4), inclusive; provided, however, that the principal amount of indebtedness secured thereby and not otherwise authorized by said clauses (1) to (4), inclusive, shall not exceed the principal amount of indebtedness, plus any premium or fee payable in connection with any such extension, renewal or replacement Pledge shall replacement, so secured at the time of such extension, renewal or replacement. (b) Notwithstanding the provisions of Section 7.9(a) from and after the Release Date and so long as any Bonds remain outstanding, the Company may issue, assume or guarantee Debt, or permit to exist Debt, secured by mortgages which would otherwise be limited subject to the restrictions of this Section up to an aggregate principal amount that, together with the principal amount of all or a part other Debt of the same propertyCompany secured by mortgages (other than mortgages permitted by Section 7.9(a) that would otherwise be subject to the foregoing restrictions) does not at the time exceed the greater of 10% of Net Tangible Assets or 10% of Capitalization. (c) If at any time the Company shall issue, shares of stock assume or guarantee any Debt secured by any mortgage and if Section 7.9(a) requires that the Bonds be secured equally and ratably with such Debt, the Pledge extendedCompany will promptly execute, renewed or replaced (plus improvements on at its expense, any instruments necessary to so equally and ratably secure such property)Bonds.

Negative Pledge. The Company will not itself(a) Each Obligor shall not, and will shall procure each member of the Group not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee create or suffer permit to exist subsist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, Security over any Principal Domestic Manufacturing Property of the Company Group’s assets to secure any Financial Indebtedness of the Obligors or any Manufacturing Subsidiary, Subsidiary thereof (or any shares of stock of guarantees or Debt of indemnity in respect thereof) without, in any Manufacturing Subsidiary (such mortgagescase, pledges making effective provision whereby the Loan and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if obligations under the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall Finance Documents will be secured either at least equally and ratably with (such Financial Indebtedness or prior to) by such secured Debtother Security as shall have been approved by the Lender, for so long as such secured Debt shall Financial Indebtedness will be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;. (b) Pledges Paragraph (a) above does not apply to any Security listed below: (i) any Security arising or already arisen automatically by operation of law, or for taxes, assessments or governmental charges which is promptly discharged or disputed in favor of the Company or any Manufacturing Subsidiarygood faith by appropriate proceedings; (cii) Pledges in favor of any governmental body Security existing on any property or asset prior to secure progress, advance the acquisition thereof by an Obligor or other payments any Subsidiary thereof arising after such acquisition pursuant to any contract or provision contractual commitments entered into prior to and not in contemplation of any statutesuch acquisition; (diii) Pledges any cash management, netting or set-off arrangement or combination of propertyaccounts arising in favour of any bank or financial institution as a result of the day-to-day operation of banking arrangements; (iv) any Security arising under any retention of title, shares title transfer, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or goods supplied to secure the payment of all any Obligor or any part Subsidiary thereof in the ordinary course of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofbusiness; and (ev) any extensioneasement, renewal right-of-way, zoning and similar restriction and other similar charge or replacement (encumbrance not interfering with the ordinary course of business of an Obligor or successive extensions, renewals or replacements), as a whole or in part, any of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)its Subsidiaries.

Negative Pledge. The Neither the Issuer nor the Company will not itself, and will not permit create any Manufacturing Subsidiary to, incur, issue, assume, guarantee Lien on any of their property or suffer assets to exist secure any notes, bonds, debentures or other similar evidences of indebtedness for borrowed money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, without in any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing that the Obligations Notes, in the case of the Issuer, and the Guarantee Obligations, in the case of the Company (together with, if the Company Issuer or the Company, as applicable, shall so determine, any other Debt indebtedness of the Company Issuer or of such Manufacturing Subsidiary then existing the Company, as applicable, which is not subordinate to the Notes or thereafter created ranking equally with the Guarantee Obligations) , as applicable), shall be secured equally and ratably with (or prior to) such secured Debtindebtedness, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Debt secured byto: (a) Pledges of property of, or Liens on any shares of stock of property or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt assets existing at the time of acquisition thereof (including acquisition through merger or consolidation) to secure, or to secure securing, the payment of all or any part of the purchase price price, cost of improvement or construction cost thereof or to secure securing any Debt indebtedness incurred prior to, at the time of, of or within 60 120 days after, the acquisition of such property or shares assets or Debt the completion of any such improvement or construction, whichever is later, for the purpose of financing all or any part of the purchase price thereofprice, cost of improvement or construction cost thereof or to secure or securing the repayment of money borrowed to pay, in whole or in part, such purchase price, cost of improvement or construction cost or any vendor’s privilege or lien on such property securing all or any part of such purchase price, cost of improvement or construction cost, including title retention agreements and leases in the nature of title retention agreements (provided such Liens are limited to such property or assets and to improvements on such property); (b) Liens arising by operation of law; (c) any other Lien arising in connection with indebtedness if, after giving effect to such Lien and any other Lien created pursuant to this paragraph (c), the aggregate principal amount of indebtedness secured thereby would not exceed 5% of Consolidated Net Worth; and (ed) any extension, renewal renewal, substitution or replacement (or successive extensions, renewals renewals, substitutions or replacements), as a whole or in part, of any Pledge of the Liens referred to in the foregoing clauses paragraphs (a) to and (d), inclusiveb) above or any indebtedness secured thereby; provided, however, provided that such extension, renewal renewal, substitution or replacement Pledge Lien shall be limited to all or a any part of substantially the same property, shares of stock property or Debt assets that secured the Pledge Lien extended, renewed renewed, substituted or replaced (plus improvements on such property)) and the principal amount of indebtedness secured by such Lien at such time is not increased.

Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary tothe Borrower, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or the Borrower (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by: (ai) Pledges Purchase Money Mortgages; (ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or the Borrower or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or the Borrower of the properties of a corporation as, or substantially as, an entirety; (biii) Pledges Mortgages to secure indebtedness of the Borrower to the Company or to secure indebtedness of the Company to the Borrower; (iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary; (c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and (ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced. (plus improvements b) Notwithstanding the foregoing, the Company or the Borrower may issue, assume or guarantee Funded Debt secured by a Mortgage upon any property of the Company or the Borrower that would otherwise be subject to the foregoing restrictions, and may carry out any other transactions which would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all (1) such Funded Debt and (2) Attributable Debt in respect of all Financing Leases entered into on such property)or after the Effective Date would not, after giving effect thereto, exceed 15% of the Company's Consolidated Net Tangible Assets. (c) The Company will not, and will not permit the Borrower to, enter into any Financing Leases covering any property of the Borrower or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on or after the Effective Date and (ii) the aggregate amount of all Funded Debt secured by a Mortgage (exclusive of any secured Funded Debt permitted by clauses (i) through (v) of subsection (a) of this Section 5.04) does not exceed 15% of the Company's Consolidated Net Tangible Assets;

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurmortgage or pledge as security for any indebtedness any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt Principal Property is owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by: in the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary; Subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any mortgage, pledge or other lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; (vi) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses (i) through (v), provided, in the case of a mortgage, pledge or other lien permitted under clause (i), (ii) or (iv), the debt secured is not increased nor the lien extended to any additional assets. (cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute; (d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 10% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Worth.

Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Company Excluding FMCC Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).

Negative Pledge. The Neither the Company nor any Subsidiary will not itself, and will not permit any Manufacturing Subsidiary to, create or incur, issue, assume, guarantee or suffer to exist be incurred or to exist, any notesLien on its or their Property or assets, bondswhether now owned or hereafter acquired, debentures or upon any income or profits therefrom, or transfer any Property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Subsidiary to acquire, any Property or assets upon conditional sales agreements or other title retention devices, except: (1) Liens securing taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, PROVIDED the payment thereof is not at the time required by Section 6.3; (2) Liens incurred or deposits made in the ordinary course of business (i) in connection with workmen's compensation, unemployment insurance, social security and other like laws, or (ii) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar evidences obligations not incurred in connection with the borrowing of indebtedness for money borrowed money, the obtaining of advances or the payment of the deferred purchase price of Property, PROVIDED in each case, the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (notes3) attachment, bondsjudgment and other similar Liens arising in connection with court proceedings, debentures PROVIDED the execution or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or enforcement of such Manufacturing Subsidiary then existing or thereafter created ranking equally with Liens is effectively stayed and the Obligations) shall be claims secured equally thereby are being actively contested in good faith and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect theretoby appropriate proceedings PROVIDED FURTHER, the aggregate amount of all pledges or deposits made to stay the execution or enforcement of such secured Debt so secured plus all Attributable Debt Liens of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would does not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:$1,000,000; (a4) Pledges Liens on Property of property ofa Subsidiary, PROVIDED such Liens secure only obligations owing to the Company or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Wholly-Owned Subsidiary; (b5) Pledges reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real Property, which are necessary for the conduct of the activities of the Company and its Subsidiaries or which customarily exist on Properties of corporations engaged in favor similar activities and similarly situated, PROVIDED they do not in the aggregate materially detract from the value of said Properties or materially interfere with their use in the ordinary conduct of the owning company's business; (6) leases of Property other than Capitalized Leases; (7) the Lien of mortgages, conditional sale contracts, security interests or other arrangements for the retention of title (including Capitalized Leases) existing as of the date of this Agreement, securing Funded Debt of the Company or any Manufacturing SubsidiarySubsidiary outstanding on such date; (c8) the Lien of mortgages, conditional sale contracts, security interests or other arrangements for the retention of title (including Capitalized Leases) Pledges in favor of any governmental body given to secure progressthe payment of the purchase price or the costs of construction or improvement of fixed assets useful and intended to be used in carrying on the business of the Company or such Subsidiary, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of propertyas the case may be, shares of stock or Debt including Liens existing on such fixed assets at the time of acquisition thereof (including or at the time of acquisition through merger by the Company or consolidation) a Subsidiary of any business entity then owning such fixed assets, whether or not such existing Liens were given to secure the payment of all or any part of the purchase price thereof of the fixed assets to which they attach; PROVIDED that (i) the Lien or charge shall attach solely to secure any Debt incurred prior tothe fixed assets acquired, constructed or improved, (ii) at the time ofof acquisition, construction or within 60 days afterimprovement of such fixed assets, the acquisition aggregate amount remaining unpaid on all indebtedness secured by Liens on such fixed assets (whether or not assumed by the Company or such Subsidiary), shall not be in excess of the lesser of the total purchase price or fair market value thereof at the time of acquisition, construction or improvement of such property fixed assets (as determined in good faith by the chief financial officer of the Company), (iii) the indebtedness secured by such Liens is payable in equal monthly, quarterly, semi-annual or shares annual installments and is not callable or Debt subject to acceleration prior to its stated maturity at the option of the lender for reasons unrelated to the creditworthiness of the obligor or destruction of the collateral thereof, and (iv) the indebtedness secured by such Liens shall have been incurred within the applicable limitations of Section 6.8(A)(4); (9) Liens of mortgages, conditional sale contracts, security interests or other arrangements for the purpose retention of financing all or title (including Capitalized Leases) in addition to the Liens permitted by preceding clauses (1) through (8) hereof; PROVIDED that the indebtedness secured by such Liens permitted by this Section 6.9(a)(9) at any part one time outstanding shall not exceed 25% of the purchase price thereofTotal Capitalization; and (e10) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in Lien permitted by the foregoing clauses (a) to (d7), inclusive; provided, however, that (8) and (9) in respect of the same Property theretofore subject to such Lien in connection with the extension, renewal or replacement Pledge shall be limited to all or a part refunding (without increases in principal amount) of the same property, shares indebtedness secured thereby which is permitted by the provisions of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such propertySection 6.8(a)(4).

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any Lien on any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Restricted Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (or or, at the Company's option, prior to) all indebtedness secured by such secured DebtLien, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by: in the case of: (ai) Pledges the creation of property of, or any Lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary; Subsidiary or any Principal Property subject to any Lien without the assumption thereof, provided that every such Lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any Lien on any Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any Lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations (including, without limitation, industrial revenue bonds and similar financings); (vi) any mechanics', materialmen's, carriers' or other similar Liens arising in the ordinary course of business with respect to obligations that are not yet due or that are being contested in good faith, (vii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property for taxes, assessments or governmental charges or levies not yet delinquent, or already delinquent but the validity of which is being contested in good faith, (viii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property arising in connection with legal proceedings being contested in good faith, including any judgment Lien so long as execution thereon is stayed, (ix) any landlord's Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and tenants' rights under leases, easements and similar Liens not materially impairing the use or value of the property involved, (x) any Lien arising by reason of deposits necessary to qualify the Company or any Restricted Subsidiary to conduct business, maintain self insurance, or obtain the benefit of, or comply with, any law, (xi) Liens on current assets of the Company to secure loans to the Company that mature within twelve months from the creation thereof and that are made in the ordinary course of business, and (xii) any renewal of or substitution for any Lien permitted by any of the preceding clauses (i) through (xi), provided, in the case of a Lien permitted under clause (i), (ii) or (iv), the indebtedness secured is not increased nor the Lien extended to any additional assets. (cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume Liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute; (d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 15% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Tangible Assets.

Negative Pledge. The Company None of the Consolidated Parties will not itself, and will not permit any Manufacturing Subsidiary tocreate, incur, issue, assume, guarantee assume or suffer permit to exist any notes, bonds, debentures Lien on any property or assets (including Capital Stock or other similar evidences securities of indebtedness for money borrowed (notes, bonds, debentures any Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured person) now owned or hereafter acquired by pledge of, it or mortgage on any income or lien on, any Principal Domestic Manufacturing Property of the Company revenues or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries rights in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; providedany thereof, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges of property ofLiens existing on the Effective Date that are set forth on Schedule 6.02, provided that such Liens secure only those obligations which they secure on the Effective Date (including any extension, renewal or on refinancing thereof (and the reasonable fees and expenses incurred in connection with any shares of stock of such renewal or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryrefinancing); (b) Pledges Liens in favor of the Company or any Manufacturing SubsidiaryAgent on behalf of the Secured Parties created by the Collateral Documents; (c) Pledges Liens for taxes not yet due or which are being contested in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statutecompliance with Section 5.03; (d) Pledges carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of property, shares of stock business and securing obligations that are not due or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofwhich are being contested in compliance with Section 5.03; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to pledges and deposits made in the foregoing clauses ordinary course of business in compliance with worker's compensation, unemployment insurance and other social security laws or regulations; (af) easements, rights of way and other encumbrances on title to real property that do not render title to the real property encumbered thereby unmarketable or materially adversely affect the value of such property or the use of such property for its present purposes; (d), inclusiveg) [Intentionally Omitted]; and (h) purchase money Liens encumbering assets (other than Capital Stock and accounts receivable) hereafter acquired by the Borrower or any Subsidiary; provided, howeverthat, that (i) such extensionLiens secure Indebtedness permitted by Section 6.01(f), renewal or replacement Pledge shall be limited to all or a part (ii) such Liens are incurred and the Indebtedness secured thereby is created substantially contemporaneously with the applicable Capital Lease Obligations, (iii) the Indebtedness secured thereby does not exceed 100% of the same property, shares lesser of stock the cost or Debt that secured the Pledge extended, renewed fair market value of such property at the time of incurrence of the Capital Lease Obligations and (iv) such Liens do not apply to any other property or replaced (plus improvements on such property)asset of the Borrower or any Subsidiary.

Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary toCreate, incur, issue, assume, guarantee assume or suffer permit to exist any notes, bonds, debentures Lien on any property or assets (including stock or other securities of Subsidiaries) now owned or hereafter acquired by it or on any income or rights in respect of any thereof, except: (a) Liens securing Indebtedness (other than Indebtedness described in clauses (b) through (k) below) to the extent and only to the extent that the aggregate amount of Priority Indebtedness shall not exceed $200,000,000 at any time; (b) Liens (including deposits) in connection with or to secure performance of bids, tenders, contracts (other than contracts creating or evidencing or executed in connection with the incurrence of Indebtedness) or leases (other than Capital Lease Obligations) or to secure statutory obligations, surety or appeal bonds or indemnity, performance or similar evidences of indebtedness for money borrowed bonds; (notes, bonds, debentures c) any Lien existing on any property or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured asset prior to the acquisition thereof by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to Debt secured by: (a) Pledges of any other property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor assets of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; ; (d) Pledges of property, shares of stock Liens for taxes not yet due or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofwhich are being contested in compliance with Section 5.03; and (e) any extensioncarriers', renewal warehousemen's, mechanic's, materialmen's, repairmen's or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to other like Liens arising in the foregoing clauses ordinary course of business and securing obligations which are not due or which are being contested in compliance with Section 5.03; (af) to pledges and deposits and other liens made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations; (d)g) zoning restrictions, inclusive; providedeasements, howeverrights-of-way restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, that such extensionin the aggregate, renewal or replacement Pledge shall be limited to all or a part are not substantial in amount and do not materially detract from the value of the same propertyreal property subject thereto or interfere with the ordinary conduct of the business of the Company or any of the Subsidiaries; (h) Liens (including deposits) in connection with self-insurance; (i) judgment or other similar Liens in connection with legal proceedings in an aggregate principal amount (net of amounts for which relevant insurance providers have delivered written acknowledgements of coverage) not to exceed $125,000,000, shares provided that the execution or other enforcement of stock or Debt that such liens is effectively stayed and the claims secured the Pledge extended, renewed or replaced (plus improvements on such property).thereby are being actively contested in good faith by appropriate proceedings;

Negative Pledge. The Company will Supplier shall not itselfpledge or otherwise transfer, and will not permit --------------- without GWI's prior written consent, Key Ingredients or any Manufacturing Subsidiary towork-in-progress or finished goods inventory of Products, incurother than (i) to GWI or a GWI Affiliate as expressly provided in this Agreement, issueor (ii) to Supplier's primary lenders and/or lending syndicate or to the financial institution acting as agent for such lenders or to any other transferee in connection with an exercise of remedies by such lenders or lending syndicate or financial institution acting as agent therefor pursuant to a security agreement; provided that such security agreement expressly provides (in the case of security agreements entered into after the Effective Time, assume, guarantee or suffer in terms reasonably acceptable to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”GWI), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges [*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 105 in the event of property offoreclosure of the pledge such lenders, syndicate or on agent, as the case may be, before exercising any shares other remedies with respect to Key Ingredients, work-in-process inventory of stock Products or finished goods inventory of or Debt ofProducts, must offer in writing to sell to GWI (i) any corporation existing Key Ingredients and any work-in-process inventory of Products at Supplier's cost, plus a reasonable portion of the applicable Conversion Charge with respect to work-in-progress inventory, and (ii) the finished Products at the time such corporation becomes a Manufacturing Subsidiary; price determined in accordance with the terms of this Agreement, (b) Pledges in favor GWI shall have a period of the Company or any Manufacturing Subsidiary; [*] following receipt of such offer to elect to and to purchase such Key Ingredients, work-in- progress and finished goods inventory, (c) Pledges the provisions of the security agreement described in favor this Section 17.1(g) shall not be amended without the prior written consent of any governmental body GWI, which consent (in the case of amendments as to secure progressform, advance or other payments pursuant but not as to any contract or provision of any statute; substance) shall not be unreasonably withheld and (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition GWI is a third-party beneficiary of such property or shares or Debt for provisions with full rights at law and in equity to enforce the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)same.

Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary toNNI, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or NNI (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by: (ai) Pledges Purchase Money Mortgages; (ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or NNI or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or NNI of the properties of a corporation as, or substantially as, an entirety; (biii) Pledges Mortgages to secure indebtedness of NNI to the Company or to secure indebtedness of the Company to NNI; (iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary; (c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and (ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced. (plus improvements b) Notwithstanding the foregoing, the Company or NNI may issue, assume or guarantee Funded Debt secured by, or secure Funded Debt by, a Mortgage upon any property of the Company or NNI that would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all such Funded Debt would not, after giving effect thereto, exceed $100,000,000. (c) The Company will not, and will not permit NNI to, enter into any Financing Leases covering any property of NNI or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on such property).or after the Effective Date and (ii) the aggregate amount of all Funded Debt secured by a Mortgage (exclusive of any secured Funded Debt permitted by clauses (i) through (v) of subsection (a) of this Section 5.04) does not exceed 15% of the Company's Consolidated Net Tangible Assets;

Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary tothe Borrower, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or the Borrower (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by: (ai) Pledges Purchase Money Mortgages; (ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or the Borrower or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or the Borrower of the properties of a corporation as, or substantially as, an entirety; (biii) Pledges Mortgages to secure indebtedness of the Borrower to the Company or to secure indebtedness of the Company to the Borrower; (iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary; (c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and (ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced. (plus improvements b) Notwithstanding the foregoing, the Company or the Borrower may issue, assume or guarantee Funded Debt secured by, or secure Funded Debt by, a Mortgage upon any property of the Company or the Borrower that would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all such Funded Debt would not, after giving effect thereto, exceed $100,000,000. (c) The Company will not, and will not permit the Borrower to, enter into any Financing Leases covering any property of the Borrower or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on such property).or after the Effective Date and (ii) the aggregate amount of all Funded Debt secured by a Mortgage (exclusive of any secured Funded Debt permitted by clauses (i) through (v) of subsection (a) of this Section 5.04) does not exceed 15% of the Company's Consolidated Net Tangible Assets;

Negative Pledge. The Company So long as any of the Unsubordinated PD Debt Instruments remains outstanding, the Issuer will not itselfnot, and will not unless approved by an Extraordinary Resolution, create or permit to subsist any Manufacturing Subsidiary tomortgage, incurcharge, issuepledge, assume, lien or other form of encumbrance or security interest (“Security Interest”) upon the whole or any part of its present or future assets or revenues or those of any of its Subsidiaries (as defined below) as security for any relevant indebtedness (as defined below) or any guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed indemnity (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “DebtGuarantee”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries given in respect of Sale and Leaseback Transactions would not exceed 5% of any relevant indebtedness unless prior to or simultaneously therewith, the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byIssuer either: (a) Pledges of property of, grants or on any shares of stock of procures to be granted a Security Interest or Security Interests securing its obligations under the Unsubordinated PD Debt of, any corporation existing at Instruments and the time relative Coupons which will result in such corporation becomes a Manufacturing Subsidiary;obligations being secured equally and rateably in all respects so as to rank pari passu with the applicable relevant indebtedness or Guarantee; or (b) Pledges grants or procures to be granted such other Security Interest or Security Interests in favor respect of its obligations under the Unsubordinated PD Debt Instruments and the relative Coupons as shall be approved by an Extraordinary Resolution. For the purposes of these Conditions, “relevant indebtedness” means any present or future indebtedness of the Company or any Manufacturing Subsidiary; (c) Pledges Issuer in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time form of, or within 60 days afterrepresented by, bonds, notes, debentures, loan stock, certificates of deposit, bills of exchange, transferable loan certificates or other securities which are capable of being listed, quoted, ordinarily dealt in or traded on any recognised market, not being indebtedness incurred in the acquisition ordinary course of such property or shares or Debt for banking business. In these Conditions, “Subsidiary” has the purpose of financing all or any part same meaning as that provided in Section 9 of the purchase price thereof; and Corporations Act 2001 of Australia (eas amended) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property“Corporations Act”).

Negative Pledge. The Company will not itselfIf the Borrower or any Subsidiary of the Borrower shall mortgage, and will not permit pledge, encumber, or subject to a lien (hereinafter to “Mortgage” or a “Mortgage”) as security for any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed any property capable of producing oil or gas or any property or asset used primarily in the refining, marketing or transportation of oil or gas which is located in the United States and determined by the Board of Directors of the Borrower, in good faith, to be a principal property (notesany such property, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called a “DebtPrincipal Property”), secured by pledge of, the Borrower will secure or mortgage or lien on, any Principal Domestic Manufacturing Property of will cause such Subsidiary to secure the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured Borrower’s obligations hereunder equally and ratably with (all indebtedness or prior to) such obligations secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, by the aggregate amount of all such secured Debt so secured plus all Attributable Debt Mortgage then being given and with any other indebtedness of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive AssetsBorrower or such Subsidiary then entitled thereto; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of: (ai) Pledges any Mortgage existing on the date of this Agreement (whether or not such Mortgage includes an after-acquired property ofprovision); (ii) any Mortgage, including a purchase money Mortgage, incurred in connection with the acquisition of any property (for purposes hereof the creation of any Mortgage within 180 days after the acquisition or completion of construction of such property shall be deemed to be incurred in connection with the acquisition of such property), the assumption of any Mortgage previously existing on such acquired property or any shares Mortgage existing on the property of stock of or Debt of, any corporation existing at the time when such corporation becomes a Manufacturing SubsidiarySubsidiary of the Borrower; (biii) Pledges any Mortgage on such property in favor of the Company United States of America, any state, or any Manufacturing Subsidiary; (c) Pledges in favor agency, department, political subdivision or other instrumentality of any governmental body either, to secure progresspartial, progress or advance payments to the Borrower or other payments any Subsidiary of the Borrower pursuant to the provisions of any contract or provision of any statute; (div) Pledges any Mortgage on such property in favor of propertythe United States of America, shares any state, or any agency, department, political subdivision or other instrumentality of stock either, to secure borrowings by the Borrower or Debt existing at any Subsidiary of the Borrower for the purchase or construction of the property mortgaged; (v) any Mortgage in connection with a sale or other transfer of (i) oil or gas in place for a period of time or in an amount such that the purchaser will realize therefrom a specified amount of acquisition thereof money or specified amount of minerals or (including acquisition through merger ii) any interest in property of the character commonly referred to as an “oil payment” or consolidation“production payment”; (vi) any Mortgage on any property arising in connection with or to secure the payment of all or any part of the purchase price thereof cost of the repair, construction, improvement, alteration, exploration, development or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition drilling of such property or shares or Debt for the purpose of financing all or any part of the purchase price portion thereof; and; (evii) any extensionMortgage on any pipeline, gathering system, pumping or compressor station, pipeline storage facility, other pipeline facility, drilling equipment, drilling platform, drilling barge, any movable railway, marine or automotive equipment, gas plant, office building, storage tank, or warehouse facility, any of which is located on a Principal Property; (viii) any Mortgage on any equipment or other personal property used in connection with a Principal Property; (ix) any Mortgage on a Principal Property arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or (x) any renewal of or replacement (or successive extensions, renewals or replacements), as a whole or in part, of substitution for any Pledge referred to in Mortgage permitted under the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)preceding clauses.

Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 7.8 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).

Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary toNNI, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or NNI (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by: (ai) Pledges Purchase Money Mortgages; (ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or NNI or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or NNI of the properties of a corporation as, or substantially as, an entirety; (biii) Pledges Mortgages to secure indebtedness of NNI to the Company or to secure indebtedness of the Company to NNI; (iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary; (c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and (ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced. (plus improvements b) Notwithstanding the foregoing, the Company or NNI may issue, assume or guarantee Funded Debt secured by a Mortgage upon any property of the Company or NNI that would otherwise be subject to the foregoing restrictions, and may carry out any other transactions which would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all (1) such Funded Debt and (2) Attributable Debt in respect of all Financing Leases entered into on such property)or after the Effective Date would not, after giving effect thereto, exceed 15% of the Company's Consolidated Net Tangible Assets. (c) The Company will not, and will not permit NNI to, enter into any Financing Leases covering any property of NNI or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on or after the Effective Date and (ii) the aggregate amount of all Funded Debt secured by a Mortgage (exclusive of any secured Funded Debt permitted by clauses (i) through (v) of subsection (a) of this Section 5.04) does not exceed 15% of the Company's Consolidated Net Tangible Assets;

Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive AutomotiveCompany Excluding FMCC Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).

Negative Pledge. The (a) Subject to the following exceptions, the Company will not itselfnot, and will not permit any Manufacturing Subsidiary toNNI, incur, to issue, assumeassume or guarantee any Funded Debt secured by, guarantee or suffer to exist and will not secure any notesFunded Debt by, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage upon any Principal Domestic Manufacturing Property property of the Company or NNI (whether now owned or hereafter acquired) without in any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing concurrently therewith that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Loans shall be secured equally and ratably with (or prior to) such secured Funded Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Funded Debt secured by: (ai) Pledges Purchase Money Mortgages; (ii) Mortgages on property of property of, or on any shares of stock of or Debt of, any a corporation existing at the time such corporation becomes is liquidated or merged into, or amalgamated or consolidated with, the Company or NNI or at the time of a Manufacturing Subsidiarysale, lease or other disposition to the Company or NNI of the properties of a corporation as, or substantially as, an entirety; (biii) Pledges Mortgages to secure indebtedness of NNI to the Company or to secure indebtedness of the Company to NNI; (iv) Mortgages in favor of the Company United States, Canada or any Manufacturing Subsidiary; (c) Pledges Province thereof, or any department, agency or instrumentality or political subdivision thereof, or in favor of any governmental body other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) statute or to secure any indebtedness incurred or guaranteed for the payment purpose of financing or refinancing all or any part of the purchase price thereof of the property, shares of capital stock or indebtedness subject to secure any Debt incurred prior to, at the time ofsuch Mortgages, or within 60 days afterthe cost of constructing or improving the property subject to such Mortgages (including, the acquisition of such property without limitation, Mortgages incurred in connection with pollution control, industrial revenue or shares or Debt for the purpose of financing all or any part of the purchase price thereofsimilar financings); and (ev) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge Mortgage existing at the Effective Date or any Mortgage referred to in the foregoing clauses (ai) to through (div), inclusive; , provided, however, that the principal amount of the Funded Debt secured thereby shall not exceed the principal amount of the Funded Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property (plus improvements and construction on such property, shares of stock ) or Debt indebtedness that secured was subject to the Pledge Mortgage so extended, renewed or replaced replaced. (plus improvements b) Notwithstanding the foregoing, the Company or NNI may issue, assume or guarantee Funded Debt secured by a Mortgage upon any property of the Company or NNI that would otherwise be subject to the foregoing restrictions, and may carry out any other transactions which would otherwise be subject to the foregoing restrictions, provided the aggregate amount of all (1) such Funded Debt and (2) Attributable Debt in respect of all Financing Leases entered into on such property)or after the Effective Date would not, after giving effect thereto, exceed 15% of the Company's Consolidated Net Tangible Assets. (c) The Company will not, and will not permit NNI to, enter into any Financing Leases covering any property of NNI or the Company unless: (1) immediately thereafter the sum of (i) the Attributable Debt in respect of all Financing Leases entered into on or after the Effective Date and (ii) the

Negative Pledge. The Company will (a) Borrower shall not itself, and will not permit any Manufacturing Subsidiary to, incur, issuecreate, assume, guarantee or suffer allow any Lien (including any judicial lien) on any Unencumbered Asset Pool Property, except: (1) Liens for taxes, assessments or governmental charges or levies, to exist any notesthe extent that Borrower is not yet required to pay the amount secured thereby, bondsand easements, debentures or covenants, conditions and restrictions, reciprocal easement and access agreements and similar agreements relating to ownership and operation; and (2) Liens imposed by law, such as carrier's, warehouseman's, mechanic's, materialman's and other similar evidences liens, arising in the ordinary course of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries business in respect of Sale obligations that are not overdue or are being actively contested in good faith by appropriate proceedings, as long as Borrower has established and Leaseback Transactions would not exceed 5% maintained adequate reserves for the payment of the Consolidated Net Tangible Automotive Assetssame and, by reason of nonpayment, no property of Borrower is in danger of being lost or forfeited; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;and (b) Pledges Borrower shall not create, assume or allow any negative pledge agreement in favor of the Company any other Person affecting or relating to any Manufacturing Subsidiary;Unencumbered Asset Pool Property. (c) Pledges Borrower shall have the right to contest in favor good faith by appropriate legal or administrative proceeding the validity of any governmental body to secure progressprohibited Lien affecting its properties so long as (i) no Event of Default exists and is continuing, advance (ii) Borrower first deposits with Administrative Agent a bond or other payments pursuant security satisfactory to any contract or provision Administrative Agent in the amount reasonably required by Administrative Agent; (iii) Borrower immediately commences its contest of any statute; such Lien and continuously pursues the contest in good faith and with due diligence; (div) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part foreclosure of the purchase price thereof or to secure Lien is stayed; and (v) Borrower pays any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt judgment rendered for the purpose Lien claimant or other third party, unless such judgment has been stayed as the result of financing all or any part an appeal, within thirty (30) days after the entry of the purchase price thereof; and judgment. Borrower will discharge or elect to contest and post an appropriate bond or other security within thirty (e30) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, days of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)written demand by Administrative Agent.

Negative Pledge. The Neither the Issuer nor the Company will not itself, and will not permit create any Manufacturing Subsidiary to, incur, issue, assume, guarantee Lien on any of their property or suffer assets to exist secure any notes, bonds, debentures or other similar evidences of indebtedness for borrowed money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, without in any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing that the Obligations Notes, in the case of the Issuer, and the Guarantee Obligations, in the case of the Company (together with, if the Company Issuer or the Company, as applicable, shall so determine, any other Debt indebtedness of the Company Issuer or of such Manufacturing Subsidiary then existing the Company, as applicable, which is not subordinate to the Notes or thereafter created ranking equally with the Guarantee Obligations) , as applicable), shall be secured equally and ratably with (or prior to) such secured Debtindebtedness, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Debt secured byto: (a) Pledges of property of, or Liens on any shares of stock of property or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt assets existing at the time of acquisition thereof (including acquisition through merger or consolidation) to secure, or to secure securing, the payment of all or any part of the purchase price price, cost of improvement or construction cost thereof or to secure securing any Debt indebtedness incurred prior to, at the time of, of or within 60 120 days after, the acquisition of such property or shares assets or Debt the completion of any such improvement or construction, whichever is later, for the purpose of financing all or any part of the purchase price thereofprice, cost of improvement or construction cost thereof or to secure or securing the repayment of money borrowed to pay, in whole or in part, such purchase price, cost of improvement or construction cost or any vendor’s privilege or lien on such property securing all or any part of such purchase price, cost of improvement or construction cost, including title retention agreements and leases in the nature of title retention agreements (provided such Liens are limited to such property or assets and to improvements on such property); (b) Liens arising by operation of law; (c) any other Lien arising in connection with indebtedness if, after giving effect to such Lien and any other Lien created pursuant to this paragraph (c), the aggregate principal amount of indebtedness secured thereby would not exceed 5% of the Company’s Consolidated Net Worth; and (ed) any extension, renewal renewal, substitution or replacement (or successive extensions, renewals renewals, substitutions or replacements), as a whole or in part, of any Pledge of the Liens referred to in the foregoing clauses paragraphs (a) to and (d), inclusiveb) above or any indebtedness secured thereby; provided, however, provided that such extension, renewal renewal, substitution or replacement Pledge Lien shall be limited to all or a any part of substantially the same property, shares of stock property or Debt assets that secured the Pledge Lien extended, renewed renewed, substituted or replaced (plus improvements on such property)) and the principal amount of indebtedness secured by such Lien at such time is not increased.

Negative Pledge. The following additional covenant shall apply to the Senior Notes: 5.2.1 So long as any Senior Note remains Outstanding, the Company will not itselfshall not, and will not shall procure that none of its Material Subsidiaries shall, create or permit to subsist any Manufacturing Subsidiary to, incur, issue, assume, guarantee security interest upon the whole or suffer any part of any present or future property or assets to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge secure the repayment of, or mortgage any guarantee or lien onindemnity in respect of, any Principal Domestic Manufacturing Property Indebtedness without (i) at the same time or prior thereto securing the Senior Notes equally and ratably with such securities or otherwise in a manner satisfactory to the Trustee or (ii) providing such other security for the Senior Notes as the Trustee may, in its absolute discretion, deem to be not materially less beneficial to the Holders of Senior Notes or as may be approved by the Holders of at least a majority in principal amount of the Outstanding Senior Notes. 5.2.2 The foregoing restriction shall not apply to any security interest upon the whole or a part of any property or assets of the Company or any Manufacturing Subsidiaryof its Material Subsidiaries, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured bywhich security interest is: (ai) Pledges of property ofexisting on April 4, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary2006; (bii) Pledges in favor of to secure any Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any Manufacturing Subsidiary; (c) Pledges in favor solely for the purposes of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of financing all or any part of the purchase price thereof or the cost of acquisition, design, development, construction, equipping, installation, alteration, repair or improvement of any property or assets acquired by the Company after April 4, 2006; provided that (A) the security interest is confined to secure any Debt incurred prior tosuch property or assets, at (B) the principal amount of Indebtedness secured by such security interest shall not exceed such cost and (C) the security interest attaches to such property or assets concurrently with or within 120 days of the time of, or within 60 days after, of the acquisition of such property or shares assets or Debt the completion of the activity being financed; (iii) to secure any Indebtedness existing on (A) any property or asset of any entity at the time the Company or one of its Subsidiaries acquire such entity after April 4, 2006, whether by merger, consolidation or otherwise or (B) any property or asset at the time it is acquired by the Company or one of its Subsidiaries after April 4, 2006; provided that in each case such security interest shall not have been created in contemplation of or in connection with such acquisition; (iv) on the property, assets or accounts of a Material Subsidiary to secure Indebtedness (including Capitalized Lease Obligations) incurred for the purpose of financing all or any part of the purchase price thereof; andor cost of acquisition, design, development, construction, equipping, installation, alteration, repair or improvement of property, plant or equipment of such Material Subsidiary; (ev) upon any extensiondebt service reserve or similar account of the Company or any of its Material Subsidiaries established or existing for the purpose of servicing payments of principal, renewal interest or other amounts due or payable by the Company or any of its Material Subsidiaries under any agreement, understanding or arrangement pursuant to which the Company or any of its Material Subsidiaries has incurred Indebtedness or (without duplication) evidencing any Indebtedness of the Company or any of its Material Subsidiaries; provided that the total Indebtedness of the Company or of its Material Subsidiaries (taken together) secured by such accounts of the Company or any of its Material Subsidiaries shall not exceed $50.0 million, excluding any Indebtedness permitted to be secured by sub-sections (i) through (iv), (vi), (vii) or (viii) of this Section 5.2.2 of this Indenture; (vi) a contractual right of setoff pertaining to the pooled deposit and/or sweep accounts of the Company or any of its Material Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business; (vii) to secure any Indebtedness owing to the Company or to a wholly-owned Material Subsidiary; or (viii) a refinancing, renewal, extension or replacement (or successive extensions, renewals or replacements), as a in whole or in part, ) of any Pledge referred Indebtedness permitted to in be secured by subsections (i) through (vii) above of Section 5.2.2 of this Indenture; provided that the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part relevant indebtedness is not increased. For the purposes of the same property, shares Section 5.2 of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).this Indenture only:

Negative Pledge. The Company will Nothing in this Agreement shall in any way restrict or prevent Borrower from incurring any Debt; provided that the Borrower shall not itselfincur any Debt secured by any Lien, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notesLien, bondsupon or with respect to its Properties, debentures whether now owned or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”)hereafter acquired, without effectively providing that the Obligations Loans then outstanding and thereafter created (together with, if the Company shall so determine, with any other Debt of the Company or of such Manufacturing Subsidiary obligations then existing and any other indebtedness or obligation thereafter created ranking equally with the ObligationsLoans then existing or thereafter created which is not subordinated to the Loans) shall be secured equally and ratably with (or prior to) such secured Debt, Debt or obligations so long as such secured Debt shall be or obligation is so secured, unless, after giving effect thereto, except that the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 foregoing provision shall not apply to Debt secured byto: (a) Pledges Liens encumbering premises, land and interests in land or other property, real, personal, intangible or mixed, used or to be used in or in connection with Borrower's natural gas utility business; (b) Liens consisting of (i) pledges or deposits in the ordinary course of business to secure obligations under workmen's compensation laws or similar legislation, including liens of judgments thereunder which are not currently dischargeable, (ii) deposits in the ordinary course of business to secure or in lieu of surety, appeal or customs bonds to which the Borrower is a party, (iii) liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings diligently conducted, (iv) pledges or deposits in the ordinary course of business to secure performance in connection with bids, tenders or contracts (other than contracts for the payment of money) or (v) materialmen's, mechanics', carriers', workmen's, repairmen's or other like Liens incurred in the ordinary course of business for sums not yet due or currently being contested in good faith by appropriate proceedings diligently conducted, or deposits to obtain the release of such liens; (c) Liens created to secure indebtedness representing, or incurred to finance, the cost of property ofacquired, constructed or improved by the Borrower or any subsidiary in the ordinary course of business after the date hereof or Liens existing on such property at the time of acquisition thereof or attaching to such property within 18 months of the acquisition thereof; (d) any Lien on any shares asset of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges is merged or consolidated with or into the Borrower and not created in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition contemplation of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; andevent; (e) any extensionLien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (f) 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; (g) any Lien on Margin Stock; (h) Liens on property (including any natural gas, renewal oil or replacement other mineral property) to secure all or a part of the cost of exploration, drilling or development thereof or to secure Debt incurred to provide funds for any such purpose; (i) Liens and security interests created, incurred or successive extensionsassumed in connection with the purchase, renewals lease, financing or replacements)refinancing of pollution control facilities; (j) Liens created to secure sales of accounts receivable and other receivables; and (k) Liens created for the sole purpose of extending, as a renewing or replacing in whole or in partpart Debt secured by any Lien, of any Pledge mortgage or security interest referred to in the foregoing clauses subsections (a) to through (dj), inclusive; provided, however, that the principal amount of Debt or obligations secured thereby shall not exceed the principal amount of Debt or obligations so secured at the time of such extension, renewal or replacement Pledge and that such extension, renewal or replacement, as the case may be, shall be limited to all or a part of the same property, shares of stock or Debt property that secured the Pledge lien or mortgage so extended, renewed or replaced (plus and any improvements on such property).

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any mortgage or pledge, issue, assume, guarantee or suffer to exist as security for any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notesmoney, bonds, debentures on or other similar evidences of any shares of stock or indebtedness for money borrowed being herein called “Debt”), secured owing by pledge of, a Restricted Subsidiary or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock or indebtedness of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 360 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock or indebtedness of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock or indebtedness of a Manufacturing SubsidiarySubsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (i) shall attach only to the shares of stock or indebtedness of a Subsidiary or any Principal Property so acquired and improvements thereon and accessions thereto; (bii) Pledges any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary; (civ) Pledges in favor any mortgage, pledge or other lien existing on any Principal Property prior to the acquisition thereof by the Company or any of its Subsidiaries or existing on any Principal Property of any governmental body to secure progress, advance Person that becomes a Restricted Subsidiary after the date hereof or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, on its shares of stock or Debt existing indebtedness at or prior to the time such Person becomes a Restricted Subsidiary; provided that (x) such mortgage, pledge or other lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (y) such mortgage, pledge or other lien shall not apply to any other Principal Property of the Company or any of its Subsidiaries and (z) such mortgage, pledge or other lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary and improvements thereon and accessions thereto; (v) liens under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of debt), or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or liens on standard industry terms imposed by charter parties or under contracts of affreightment, or margin posted to secure payment or performance under futures, forwards or swap agreements, and other obligations of a like nature, in each case in the ordinary course of business, or liens imposed by law, such as laborers’ or other employees, carriers’, warehousemen’s mechanics’, materialmen’s and vendors’ liens and liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of acquisition thereof (including acquisition through merger execution pending such appeal or consolidation) proceedings for review, or liens for property taxes not yet subject to secure penalties for non-payment or the payment amount or validity of all which is being in good faith contested by appropriate proceedings by the Company or any part of Subsidiary, as the purchase price thereof case may be, or to secure any Debt incurred prior tominor survey exceptions, at the time minor encumbrances, easements or reservations of, or within 60 days afterrights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the acquisition use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Subsidiaries; (vi) liens on any oil and/or gas properties or other mineral interests of the Company or any of its Subsidiaries, whether developed or undeveloped, arising (x) as security for the Company or such Subsidiary’s costs and expenses incurred by it in connection with the exploration, development or operation of such property properties, in favor of a person who is conducting the exploration, development or shares operation of such properties, or Debt for (y) in connection with farmout, dry hole, bottom hole, communitization, unitization, pooling and operating agreements and/or other agreements of like general nature incident to the purpose acquisition, exploration, development and operation of financing all such properties or as required by regulatory agencies having jurisdiction in the premises; (vii) overriding royalties, royalties, production payments, net profits interests or like interests to be paid out of production from oil and/or gas properties or other mineral interests of the Company or any part of its Subsidiaries, or to be paid out of the purchase price thereofproceeds from the sale of any such production; (viii) liens securing indebtedness in connection with any industrial development bond financing, or pollution control revenue bond financing, or similar financing transaction; and (eix) any extension, renewal renewal, or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge mortgage, pledge or other lien referred to in the foregoing clauses (ai) to (d), viii) inclusive; provided, however, that the principal amount of debt secured thereby shall not exceed the principal amount of debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge mortgage so extended, renewed or replaced (plus improvements on and accessions to such property). (b) Notwithstanding the foregoing provisions of this SECTION 10.03, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee debt secured by mortgage, pledge or other lien which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions and Attributable Debt in respect of sale and lease-back arrangements not covered by SECTION 10.04, does not at the time exceed 15% of Consolidated Net Tangible Assets.

Negative Pledge. The Company (a) Neither the Borrower nor IR Parent will, or will not itself, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate, issue, assume, assume or guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), that is secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company Borrower, IR Parent or any Manufacturing Subsidiary, a Restricted Subsidiary or on any shares or indebtedness of stock of or Debt of any Manufacturing a Restricted Subsidiary (whether such mortgagesPrincipal Property, pledges and liens being hereinafter called “Pledge” shares or “Pledges”)indebtedness are now owned or hereafter acquired) without, without in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Obligations Loans and the obligations of the Borrower and IR Parent hereunder and under the Notes (together withtogether, if the Company Borrower and IR Parent shall so determine, with any other Debt of the Company or of such Manufacturing Subsidiary indebtedness then existing or thereafter created existing created, assumed or guaranteed by the Borrower, IR Parent or such Restricted Subsidiary ranking equally with the ObligationsLoans and the obligations of the Borrower and IR Parent hereunder and under the Notes) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; providedindebtedness excluding, however, that this Section 7.5 shall not apply to Debt from the foregoing any indebtedness secured by:by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness): (ai) Pledges on property, shares or indebtedness of property of, or on any shares of stock of or Debt of, any corporation existing which Mortgage exists at the time such corporation becomes a Manufacturing Restricted Subsidiary;; or (bii) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt on property existing at the time of acquisition thereof (including acquisition through merger by the Borrower, IR Parent or consolidation) or to secure the payment of all or any part of the purchase price thereof a Restricted Subsidiary, or to secure any Debt indebtedness incurred by the Borrower, IR Parent or a Restricted Subsidiary prior to, at the time of, or within 60 180 days afterafter the later of the acquisition, the acquisition completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property or shares or Debt property, which indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal thereof or replacement (construction or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusiveimprovements thereon; provided, however, that in the case of any such extensionacquisition, renewal construction or replacement Pledge improvement the Mortgage shall be limited 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 any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or a any part of the same purchase price or the cost of constructing or improving the property subject to such Mortgage; or (vi) on property, shares which Mortgage exists at the date of stock this Agreement; or (vii) with the prior written approval of the Required Banks; provided, however, that any Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) and (v) of this Section 5.6 shall not extend to or cover any property of the Borrower or such Restricted Subsidiary, as the case may be, other than the property specified in such clauses and improvements thereto. (b) Notwithstanding the provisions of subsection (a) of this Section 5.6, the Borrower, IR Parent or any Restricted Subsidiary may create, assume or guarantee secured indebtedness for money borrowed that 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 their 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 5% of Consolidated Net Worth. (c) Notwithstanding the foregoing provisions of this Section 5.6, neither the Borrower nor IR Parent will permit any of their 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 that is secured the Pledge extended, renewed or replaced (plus improvements by a Mortgage on such property)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 the Borrower nor IR Parent will, or will permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless (i) the Borrower, IR Parent or such Restricted Subsidiary 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 obligations of the Borrower and IR Parent hereunder and under the Notes, or (ii) each of the Borrower and IR Parent shall (and in any case each of the Borrower and IR Parent covenants that it will) apply an amount equal to the fair value (as determined by the Borrower’s or IR Parent’s 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 the Borrower and IR Parent for money borrowed that by its terms matures at, or may be extended or renewed at the option of the Borrower and IR Parent to, a date more than 12 months after the date of the creation of such indebtedness.

Negative Pledge. The Company Issuer will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company Issuer or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) Note shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company Issuer and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 8.19 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company Issuer or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any mortgage or pledge, issue, assume, guarantee or suffer to exist as security for any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notesmoney, bonds, debentures on or other similar evidences of any shares of stock or indebtedness for money borrowed being herein called “Debt”), secured owing by pledge of, a Restricted Subsidiary or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock or indebtedness of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 360 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock or indebtedness of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock or indebtedness of a Manufacturing SubsidiarySubsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (i) shall attach only to the shares of stock or indebtedness of a Subsidiary or any Principal Property so acquired and improvements thereon and accessions thereto; (bii) Pledges any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary; (civ) Pledges in favor any mortgage, pledge or other lien existing on any Principal Property prior to the acquisition thereof by the Company or any of its Subsidiaries or existing on any Principal Property of any governmental body to secure progress, advance Person that becomes a Restricted Subsidiary after the date hereof or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, on its shares of stock or Debt existing indebtedness at or prior to the time such Person becomes a Restricted Subsidiary; provided that (x) such mortgage, pledge or other lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (y) such mortgage, pledge or other lien shall not apply to any other Principal Property of the Company or any of its Subsidiaries and (z) such mortgage, pledge or other lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary and improvements thereon and accessions thereto; (v) liens under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of debt), or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or liens on standard industry terms imposed by charter parties or under contracts of affreightment, or margin posted to secure payment or performance under futures, forwards or swap agreements, and other obligations of a like nature, in each case in the ordinary course of business, or liens imposed by law, such as laborers' or other employees, carriers', warehousemen's mechanics', materialmen's and vendors' liens and liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of acquisition thereof (including acquisition through merger execution pending such appeal or consolidation) proceedings for review, or liens for property taxes not yet subject to secure penalties for non-payment or the payment amount or validity of all which is being in good faith contested by appropriate proceedings by the Company or any part of Subsidiary, as the purchase price thereof case may be, or to secure any Debt incurred prior tominor survey exceptions, at the time minor encumbrances, easements or reservations of, or within 60 days afterrights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the acquisition use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Subsidiaries; (vi) liens on any oil and/or gas properties or other mineral interests of the Company or any of its Subsidiaries, whether developed or undeveloped, arising (x) as security for the Company or such Subsidiary's costs and expenses incurred by it in connection with the exploration, development or operation of such property properties, in favor of a person who is conducting the exploration, development or shares operation of such properties, or Debt for (y) in connection with farmout, dry hole, bottom hole, communitization, unitization, pooling and operating agreements and/or other agreements of like general nature incident to the purpose acquisition, exploration, development and operation of financing all such properties or as required by regulatory agencies having jurisdiction in the premises; (vii) overriding royalties, royalties, production payments, net profits interests or like interests to be paid out of production from oil and/or gas properties or other mineral interests of the Company or any part of its Subsidiaries, or to be paid out of the purchase price thereofproceeds from the sale of any such production; (viii) liens securing indebtedness in connection with any industrial development bond financing, or pollution control revenue bond financing, or similar financing transaction; and (eix) any extension, renewal renewal, or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge mortgage, pledge or other lien referred to in the foregoing clauses (ai) to (d), viii) inclusive; provided, however, that the principal amount of debt secured thereby shall not exceed the principal amount of debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge mortgage so extended, renewed or replaced (plus improvements on and accessions to such property). (b) Notwithstanding the foregoing provisions of this SECTION 10.03, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee debt secured by mortgage, pledge or other lien which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions and Attributable Debt in respect of sale and lease-back arrangements not covered by SECTION 10.04, does not at the time exceed 15% of Consolidated Net Tangible Assets.

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any mortgage or pledge, issue, assume, guarantee or suffer to exist as security for any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notesmoney, bonds, debentures on or other similar evidences of any shares of stock or indebtedness for money borrowed being herein called “Debt”), secured owing by pledge of, a Restricted Subsidiary or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock or indebtedness of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 360 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock or indebtedness of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock or indebtedness of a Manufacturing SubsidiarySubsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (i) shall attach only to the shares of stock or indebtedness of a Subsidiary or any Principal Property so acquired and improvements thereon and accessions thereto; (bii) Pledges any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock or indebtedness of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary; (civ) Pledges in favor any mortgage, pledge or other lien existing on any Principal Property prior to the acquisition thereof by the Company or any of its Subsidiaries or existing on any Principal Property of any governmental body to secure progress, advance Person that becomes a Restricted Subsidiary after the date hereof or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, on its shares of stock or Debt existing indebtedness at or prior to the time such Person becomes a Restricted Subsidiary; provided that (x) such mortgage, pledge or other lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (y) such mortgage, pledge or other lien shall not apply to any other Principal Property of the Company or any of its Subsidiaries and (z) such mortgage, pledge or other lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary and improvements thereon and accessions thereto; (v) liens under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of debt), or deposits to secure public or statutory obligations of the Company or any Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which the Company or any Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or liens on standard industry terms imposed by charter parties or under contracts of affreightment, or margin posted to secure payment or performance under futures, forwards or swap agreements, and other obligations of a like nature, in each case in the ordinary course of business, or liens imposed by law, such as laborers' or other employees, carriers', warehousemen's, mechanics', materialmen's and vendors' liens and liens arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of acquisition thereof (including acquisition through merger execution pending such appeal or consolidation) proceedings for review, or liens for property taxes not yet subject to secure penalties for non-payment or the payment amount or validity of all which is being in good faith contested by appropriate proceedings by the Company or any part of Subsidiary, as the purchase price thereof case may be, or to secure any Debt incurred prior tominor survey exceptions, at the time minor encumbrances, easements or reservations of, or within 60 days afterrights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the acquisition use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Company, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Company and its Subsidiaries; (vi) liens on any oil and/or gas properties or other mineral interests of the Company or any of its Subsidiaries, whether developed or undeveloped, arising (x) as security for the Company or such Subsidiary's costs and expenses incurred by it in connection with the exploration, development or operation of such property properties, in favor of a person who is conducting the exploration, development or shares operation of such properties, or Debt for (y) in connection with farmout, dry hole, bottom hole, communitization, unitization, pooling and operating agreements and/or other agreements of like general nature incident to the purpose acquisition, exploration, development and operation of financing all such properties or as required by regulatory agencies having jurisdiction in the premises; (vii) overriding royalties, royalties, production payments, net profits interests or like interests to be paid out of production from oil and/or gas properties or other mineral interests of the Company or any part of its Subsidiaries, or to be paid out of the purchase price thereofproceeds from the sale of any such production; (viii) liens securing indebtedness in connection with any industrial development bond financing, or pollution control revenue bond financing, or similar financing transaction; and (eix) any extension, renewal renewal, or replacement (or successive extensions, renewals or replacements), as a ) in whole or in part, part of any Pledge mortgage, pledge or other lien referred to in the foregoing clauses (ai) to (d), viii) inclusive; provided, however, that the principal amount of debt secured thereby shall not exceed the principal amount of debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge mortgage so extended, renewed or replaced (plus improvements on and accessions to such property). (b) Notwithstanding the foregoing provisions of this Section 4.03, the Company and any one or more Restricted Subsidiaries may issue, assume or guarantee debt secured by mortgage, pledge or other lien which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other debt of the Company and its Restricted Subsidiaries which (if originally issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions and Attributable Debt in respect of sale and lease-back arrangements not covered by 4.04(a), does not at the time exceed 15% of Consolidated Net Tangible Assets.

Negative Pledge. The Company No Loan Party nor any Subsidiary of a --------------- Loan Party will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges Liens existing on the date of property ofthis Agreement encumbering assets other than Collateral securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $135,000,000, or all of which are set forth on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiarySchedule 5.11; (b) Pledges Liens for taxes, assessments or similar charges, incurred in favor the ordinary course of the Company business that are not yet due and payable or any Manufacturing Subsidiarythat are being contested in good faith and with due diligence by appropriate proceedings; (c) Pledges in favor of any governmental body to secure progress, advance or Lien on any asset (other payments pursuant to any contract or provision of any statute; (dthan Collateral) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any securing Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt assumed for the purpose of financing all or any part of the purchase price cost of acquiring such asset and permitted under Section 5.29(c), provided that such -------- Lien attaches to such asset concurrently with the acquisition thereof; (d) pledges or deposits made in the ordinary course of business to secure payment of workers' compensation, or to participate in any fund in connection with workers' compensation, unemployment insurance, old-age pensions or other social security programs; (e) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that are not yet due and payable; (f) good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of twenty percent (20%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business; (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) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which 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; (i) any Lien on Margin Stock; and (ej) Liens securing the Agent and the Banks created or arising under the Loan Documents. Notwithstanding anything contained in this Section 5.11 to the contrary, no Loan Party or any extensionSubsidiary of a Loan Party will create, renewal assume or replacement (or successive extensions, renewals or replacements), as a whole or in part, of suffer to exist any Pledge referred to in Lien on the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Collateral.

Negative Pledge. The So long as any Preferred Stock is outstanding, the Company will not itselfshall not, and will shall cause each of its Subsidiaries not permit any Manufacturing Subsidiary to, create, incur, issue, assume, guarantee assume or suffer to exist any notespledge, bondshypothecation, debentures assignment, deposit arrangement, lien, charge, claim, security interest, security title, mortgage, security deed or deed of trust, easement or encumbrance, or preference, priority or other similar evidences security agreement or preferential arrangement of indebtedness for money borrowed any kind or nature whatsoever (notesincluding any lease or title retention agreement, bondsany financing lease having substantially the same economic effect as any of the foregoing, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge and the filing of, or mortgage or lien onagreement to give, any Principal Domestic Manufacturing Property of financing statement perfecting a security interest under the Company Uniform Commercial Code or any Manufacturing Subsidiary, or any shares of stock of or Debt comparable law of any Manufacturing Subsidiary jurisdiction) (such mortgageseach, pledges and liens being hereinafter called “Pledge” a "LIEN") upon any of its property, whether now owned or “Pledges”hereafter acquired other than (i) for the Excepted Issuances (as defined in Section 12(a) hereof), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligationsii) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, Liens imposed by law for taxes that are not yet due or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles; (b) Pledges carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in favor the ordinary course of the Company business and securing obligations that are not overdue by more than 30 days or any Manufacturing Subsidiary; that are being contested in good faith and by appropriate proceedings; (c) Pledges pledges and deposits made in favor the ordinary course of any governmental body to secure progressbusiness in compliance with workers' compensation, advance unemployment insurance and other social security laws or other payments pursuant to any contract or provision of any statute; regulations; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or deposits to secure the payment performance of all or any part bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (e) Liens created with respect to the financing of the purchase of new property in the ordinary course of the Company's business up to the amount of the purchase price thereof of such property, or to (f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any Debt incurred prior to, at monetary obligations and do not materially detract from the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part value of the purchase price thereof; and affected property (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, each of any Pledge referred to in the foregoing clauses (a) to through (df), inclusive; provideda "PERMITTED LIEN") and (iii) indebtedness for borrowed money which is subordinated in right of payment to the dividends payable on the Preferred Stock, howeveron terms reasonably satisfactory to the Subscriber. The foregoing notwithstanding, that such extension, renewal or replacement Pledge shall be limited to all or a part the Company may obtain equity financing of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced not less than Ten Million Dollars (plus improvements on such propertygross amount) ("TEN MILLION FUNDING").

Negative Pledge. The So long as any Securities are Outstanding and subject to the terms of this Indenture, the Company will not itselfshall not, and will shall not permit any Manufacturing Restricted Subsidiary to, create, incur, issue, assume, guarantee assume or suffer to exist otherwise have outstanding any notes, bonds, debentures Mortgage on or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, over any Principal Domestic Manufacturing Property of now owned or hereafter acquired by the Company or a Restricted Subsidiary to secure any Manufacturing SubsidiaryIndebtedness, or any on shares of stock of or Debt Indebtedness of any Manufacturing Restricted Subsidiary, now owned or hereafter acquired by the Company or a Restricted Subsidiary (such mortgagesto secure any Indebtedness, pledges and liens being hereinafter called “Pledge” unless at the time thereof or “Pledges”), without effectively providing that prior thereto the Obligations Outstanding Securities (together with, if and to the extent the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary Indebtedness then existing or thereafter created ranking equally with the Obligationscreated) shall be are secured equally and ratably with (or prior to) such secured Debt, any and all Indebtedness for so long as such secured Debt Indebtedness shall be so securedsecured by such Mortgage, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing covenants shall not apply to Debt secured byor operate to prevent or restrict any of the following: (a) Pledges of property ofany Mortgage on property, or on any shares of stock or Indebtedness of or Debt of, any corporation Person existing at the time such corporation Person becomes a Manufacturing SubsidiaryRestricted Subsidiary or created, incurred, issued or assumed in connection with the acquisition of any such Person; (b) Pledges in favor any Mortgage on any Principal Property created, incurred, issued or assumed at or prior to the time such property became a Principal Property or existing at the time of acquisition of such Principal Property by the Company or a Restricted Subsidiary, whether or not assumed by the Company or such Restricted Subsidiary, provided that no such Mortgage shall extend to any other Principal Property of the Company or any Manufacturing Restricted Subsidiary; (c) Pledges in favor any Mortgage on all or any part of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof Principal Property (including acquisition through merger any improvements or consolidationadditions to improvements on a Principal Property) hereafter acquired, developed, expanded or constructed by the Company or any Restricted Subsidiary to secure the payment of all or any part of the purchase price thereof price, cost of acquisition or cost of development, expansion or construction of such Principal Property or of improvements or additions to improvements thereon (or to secure any Debt Indebtedness incurred prior to, at by the time of, Company or within 60 days after, the acquisition of such property or shares or Debt a Restricted Subsidiary for the purpose of financing all or any part of the purchase price thereof; andprice, cost of acquisition or cost of development, expansion or construction thereof or of improvements or additions to improvements thereon) created prior to, at the time of, or within 360 days after the later of, the acquisition, development, expansion or completion of construction (including construction of improvements or additions to improvements thereon), or commencement of full operation of such Principal Property, provided that no such Mortgage shall extend to any other Principal Property of the Company or a Restricted Subsidiary other than, in the case of any such construction, improvement, development, expansion or addition to improvements, all or any part of any other Principal Property on which the Principal Property so constructed, developed or expanded, or the improvement or addition to improvement, is located; (d) any Mortgage on any Principal Property of any Restricted Subsidiary to secure Indebtedness owing by it to the Company or to another Restricted Subsidiary; (e) any Mortgage on any Principal Property of the Company to secure Indebtedness owing by it to a Restricted Subsidiary; (f) any Mortgage on any Principal Property or other assets of the Company or any Restricted Subsidiary existing on the date of this Indenture or arising thereafter pursuant to contractual commitments entered into prior to the date of this Indenture; (g) any Mortgage on any Principal Property or other assets of the Company or any Restricted Subsidiary created for the sole purpose of extending, renewing, altering or refunding any of the foregoing Mortgages, provided that the Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal renewal, alteration or replacement (or successive refunding, plus an amount necessary to pay fees and expenses, including premiums, related to such extensions, renewals renewals, alterations or replacements)refundings, as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, and that such extension, renewal renewal, alteration or replacement Pledge refunding Mortgage shall be limited to all or a any part of the same propertyPrincipal Property and improvements and additions to improvements thereon and/or shares of stock and Indebtedness of a Restricted Subsidiary which secured the Mortgage extended, renewed, altered or refunded or either of such property or shares of stock or Indebtedness; or (h) any Mortgage on any Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary created, incurred, issued or assumed to secure Indebtedness of the Company or any Restricted Subsidiary, which would otherwise be subject to the foregoing restrictions of this Section 1006, in an aggregate amount which, together with the aggregate principal amount of other Indebtedness secured by Mortgages on any Principal Property or on any shares of stock or Indebtedness of any Restricted Subsidiary then outstanding (excluding any such Indebtedness secured by Mortgages permitted under the foregoing exceptions) and the Attributable Debt in respect of all Sale and Leaseback Transactions entered into after the date of this Indenture (not including Attributable Debt in respect of any such Sale and Leaseback Transactions the proceeds of which are applied in accordance with Section 1007), would not at the time exceed 10% of Consolidated Net Tangible Assets. For purposes of this Section 1006 and Section 1007, the giving of a guarantee which is secured by a Mortgage on a Principal Property or on shares of stock or Indebtedness of any Restricted Subsidiary, and the creation of a Mortgage on a Principal Property or on shares of stock or Indebtedness of any Restricted Subsidiary to secure Indebtedness which existed prior to the creation of such Mortgage, shall be deemed to involve the creation of Indebtedness in an amount equal to the principal amount guaranteed or secured by such Mortgage but the amount of Indebtedness secured by Mortgages on any Principal Property and shares of stock and Indebtedness of Restricted Subsidiaries shall be computed without cumulating the underlying Indebtedness with any guarantee thereof or Mortgage securing the same. For purposes of this Section 1006, the following types of transactions shall not be deemed to be Mortgages securing Indebtedness and, accordingly, nothing contained in this section shall prevent, restrict or apply to (i) any acquisition by the Company or any Restricted Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in base metals, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; (ii) any conveyance or assignment whereby the Company or any Restricted Subsidiary conveys or assigns to any Person or Persons an interest in base metals, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; or (iii) any Mortgage upon any property or assets owned or leased by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing or conducting operations for the recovery, storage, transportation or sale of the mineral resources of the said property (or property with which it is utilized) the payment to such Person or Persons of the Company’s or the Restricted Subsidiary’s proportionate part of such development or operating expense; provided that such Mortgage does not extend beyond such property or assets and that the principal amount of any Indebtedness secured thereby does not exceed the Pledge extended, renewed or replaced (plus improvements on amount of such property)expenses.

Negative Pledge. The So long as any Convertible Bonds remain outstanding, the Company will not itselfnot, and will not ensure that none of its Subsidiaries will, create, permit to subsist any Manufacturing Subsidiary toEncumbrance, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of upon the Company whole or any Manufacturing Subsidiarypart of its present or future undertaking, property, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or any shares of stock of guarantee or Debt indemnity in respect of any Manufacturing Subsidiary (Relevant Indebtedness, unless in such mortgagescase, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be Convertible Bonds are secured equally and ratably rateably with or prior to such Relevant Indebtedness (or prior tosuch guarantee or indemnity in respect thereof) or such secured Debt, so long other security as such secured Debt shall be so secured, unless, after giving effect thereto, the Majority Convertible Bondholders may in its absolute discretion deem not materially less favourable to the interests of the Convertible Bondholders or unless the aggregate outstanding principal amount of all such secured Debt so Relevant Indebtedness (other than the Relevant Indebtedness secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries by Encumbrances described in respect of Sale and Leaseback Transactions (a) to (h) below) would not exceed 5% 10 per cent. of the Company’s Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall . The foregoing restrictions will not apply to Debt secured byto: (a) Pledges any netting or set-off arrangement entered into by any member of property of, or on any shares the Group in the ordinary course of stock its banking arrangements for the purpose of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiarynetting debit and credit balances; (b) Pledges any lien arising by operation of law and in favor the ordinary course of trading so long as the Company debt which it secures is paid when due or any Manufacturing Subsidiarycontested in good faith by appropriate proceedings and properly provisioned; (c) Pledges in favor any Encumbrance existing on or prior to the date of any governmental body to secure progress, advance or other payments pursuant to any contract or provision issue of any statutethe Convertible Bonds; (d) Pledges of property, shares of stock any Encumbrance existing on any property or Debt existing at asset prior to the time of acquisition thereof by the Company or any Subsidiary of the Company or arising after such acquisition pursuant to contractual commitments entered into prior to, and not in contemplation of, such acquisition; (including acquisition through merger e) any Encumbrance on any property or consolidation) asset securing any Relevant Indebtedness incurred or to secure assumed for the payment purpose of financing the purchase price thereof or the cost of construction, improvement or repair of all or any part thereof; provided that such Encumbrance is created or attaches to such property concurrently with or within 12 months after the acquisition thereof or completion of construction, improvement or repair thereof, as the case may be; (f) any Encumbrance securing any Relevant Indebtedness owing to or held by the Company; (g) any Encumbrance in respect of any present or future taxes, duties, assessments or governmental charges of whatever nature not yet due and payable or that the Company or applicable Subsidiary is contesting in good faith by appropriate proceedings and in respect of which adequate reserves are maintained; or (h) any Encumbrance arising out of the purchase price thereof or to secure any Debt incurred prior torefinancing, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refunding of any Pledge referred to in Relevant Indebtedness secured by any Encumbrance permitted by any of the foregoing clauses (a) to (d), inclusiveclauses; provided, however, provided that such extensionRelevant Indebtedness (including premiums, renewal accrued interest, fees and expenses) is not increased and is not secured by any additional property or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).assets;

Negative Pledge. The Company No Loan Party nor any Applicable Subsidiary of a Loan Party will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges Liens existing on the date of property ofthis Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement, or in each case as described and in the principal amounts set forth on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiarySchedule 5.10; (b) Pledges Liens for taxes, assessments or similar charges, incurred in favor the 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 and with respect to which (i) the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and the Required Lenders and (ii) the Administrative Agent is satisfied that, while any such protest is pending, there will be no impairment of the Company enforceability, validity, or priority of any Manufacturing Subsidiaryof the Administrative Agent’s Liens; (c) Pledges pledges or deposits made in favor the ordinary course of any governmental body business to secure progresspayment of workers’ compensation, advance to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other payments pursuant to any contract social security programs, or provision of any statutefor other similar purposes; (d) Pledges Liens of propertymechanics, shares materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of stock business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any of the Administrative Agent’s Liens; or Debt existing at (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the time Loan Party has established reserves reasonably satisfactory to the Administrative Agent and the Required Lenders and which in no event shall become a Lien prior to any of acquisition thereof the Administrative Agent’s Liens; (including acquisition through merger e) good faith pledges or consolidationdeposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the payment ordinary course of all or business; (f) any part Lien arising out of the purchase price thereof refinancing, extension, renewal or to secure refunding of any Debt incurred prior tosecured by any Lien permitted by any of clauses (a) through (e) of this Section; provided, at that (i) such Debt is not secured by any additional assets, and (ii) the time ofamount of such Debt secured by any such Lien is not increased; (g) any Lien imposed as a result of a taking under the exercise of the power of eminent domain by any governmental body or by any Person acting under governmental authority; (h) minor survey exceptions or minor encumbrances, easements or reservations, or within 60 days afterrights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the acquisition use of such property or shares or Debt real properties, which are necessary for the purpose of financing all or any part conduct of the purchase price thereofactivities of the Borrower and its Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Borrower and its Applicable Subsidiaries and other easements, covenants, restrictions, reservations, exceptions and other matters shown on any title insurance commitment or survey provided to the Administrative Agent prior to the date hereof and not objected to by the Administrative Agent prior to the date hereof; (i) Liens securing the Secured Obligations created or arising under the Loan Documents; and (ej) Liens securing Debt incurred by the Borrower or any extensionapplicable Subsidiary in connection with any NMTC Transaction, renewal or replacement provided that (or successive extensionsi) such Liens encumber only the assets acquired with the proceeds of such Debt, renewals or replacements), as and (ii) such Liens are subordinated to Liens securing the Secured Obligations in a whole or in part, of any Pledge referred manner satisfactory to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Administrative Agent.

Negative Pledge. The Company will not itselfBorrower shall not, and will shall not permit any Manufacturing Subsidiary other Group Company to, create, assume, incur, issue, assume, guarantee or suffer permit to exist any notesLien upon any of its property, bondswhether now owned or hereafter acquired, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges Liens securing payment of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiaryObligations; (b) Pledges in favor Liens securing payment of the Company or any Manufacturing SubsidiaryIndebtedness due under the SVB Term Loan Agreement; (c) Pledges in favor Liens securing payment of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statutethe Indebtedness due under the HDFC Loan Agreement; (d) Pledges Liens granted under, and in accordance with, the terms of propertythe Investors’ Rights Agreement; (e) Liens for taxes, shares of stock assessments or Debt existing other governmental charges or levies not at the time of acquisition delinquent (provided that no foreclosure, sale or other enforcement proceedings in respect thereof (including acquisition through merger or consolidationhave been initiated) or that are being diligently contested in good faith by appropriate proceedings; (f) carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ or other similar Liens arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside; (g) Liens created by, or arising under any Applicable Law (in contrast with Liens voluntarily granted) in the ordinary course of business of the Borrower or any of its Subsidiaries in connection with workers’ compensation, unemployment insurance, employers’ health tax or other social security or statutory obligations to employees that secure amounts that are not yet due or that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside; (h) Liens arising pursuant to deposits to secure the payment performance of all bids, trade contracts, or performance bonds and other obligations of a like nature incurred in the ordinary course of business of any part Group Company; (i) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and temporary investments on deposit in one or more accounts maintained by any Group Company , in each case granted in the ordinary course of business in favor of the purchase price thereof bank or financial institution with which such accounts are maintained, securing amounts owing to such bank or financial institution with respect to cash management and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part Indebtedness of the purchase price thereofBorrower; (j) judgment Liens that do not otherwise result in an Event of Default under Section 7.1(g); (k) Liens specified in Item 6.2(k) of the Disclosure Schedule; and (el) any extensionother Liens created by any Group Company expressly permitted under this Agreement or any other Loan Document, renewal or replacement (or successive extensions, renewals or replacements), as a whole or may be specifically approved in part, of any Pledge referred to in writing by the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Lender.

Negative Pledge. The Company will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property In consideration of the Company or any Manufacturing Subsidiaryissuance of the Policy, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debtagrees that, so long as such secured Debt shall be so secured, unless, after giving the Policy remains in effect thereto(and the Insurer is not in default under the Policy) or any Reimbursement Obligation remains unpaid, the aggregate amount of all such secured Debt so secured plus all Attributable Debt Company will not create or suffer to be created or to exist any mortgage, pledge, security interest, or other lien (collectively "Liens") on any of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% Company's utility properties or tangible assets now owned or hereafter acquired to secure any indebtedness (including contingent indebtedness) for borrowed money ("Secured Debt"), unless it shall simultaneously deliver to Trustee for the benefit of the Consolidated Net Tangible Automotive Assets; providedSecurityholders and as security for its payment obligations under the Indenture, however, that this Section 7.5 shall an equal and ratable security interest in the collateral securing such indebtedness. This restriction does not apply to Debt secured by: (a) Pledges the Company's subsidiaries, nor will it prevent any of them from creating or permitting to exist liens on their property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body assets to secure progressany indebtedness. In addition, advance this restriction does not prevent the creation or other payments pursuant to any contract existence of: · Liens on property or provision of any statute; (d) Pledges of property, shares of stock or Debt assets existing at the time of acquisition thereof or construction of such property or assets (including or created within one year after completion of such acquisition through merger or construction), whether by purchase, merger, consolidation) , amalgamation, construction or otherwise, or to secure the payment of all or any part of the purchase price thereof or to secure construction cost thereof, including the extension of any Debt incurred prior toLiens for repairs, at renewals, replacements substitutions, betterments, additions, extensions and improvements then or thereafter made on the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part subject thereto; · Financing of the purchase price thereofCompany's accounts receivable for electric and natural gas service; and (e) any extension· Liens existing on the date hereof and described on Annex B ( including Liens on after-acquired property arising under agreements described in Annex B as such agreements are in effect on the date hereof); · Any extensions, renewal renewals, refinancings, refundings or replacement replacements (or successive extensions, renewals renewals, refinancings, refundings or replacements), as a in whole or in part, of liens permitted by the foregoing clauses; · Liens, in addition to those permitted by the foregoing clauses, granted by the Company to secure Nonrecourse Indebtedness incurred after the date hereof, provided, that the aggregate amount of all indebtedness secured by such Liens shall not at any Pledge referred time exceed $300,000,000; · Other Liens, in addition to those permitted by the foregoing clauses, securing Indebtedness or arising in connection with Securitization Transactions, provided that the sum (without duplication) of all such Indebtedness, plus the aggregate investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions, shall not at any time exceed $300,000,000; and · The pledge of any bonds or other securities at any time issued under any of the Secured Debt permitted by the above clauses. In addition to the foregoing permitted issuances of secured debt, secured debt not otherwise so permitted may be issued or permitted to exist in an amount (as measured by the outstanding principal amount thereof less any unamortized issuance expense) that does not exceed 20% of total capitalization. This restriction also will not apply to or prevent the creation or existence of leases (operating or capital) made, or existing on property acquired, in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part ordinary course of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)business.

Negative Pledge. The Company will not itselfnot, and will not permit any Manufacturing Subsidiary of its Subsidiaries to, incur, issuecreate, assume, guarantee or suffer to exist any notesLien on any asset now owned or hereafter acquired, bondsexcept: (a) Liens incurred to finance the acquisition of construction of, debentures or for the purpose of financing its physical plant, office buildings, machinery, equipment and other fixed assets used in its business and not held for sale or lease in the ordinary course of its business; (b) Liens incurred or deposits made in the ordinary course of business in order to enable it to maintain self‑insurance, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old‑age pensions or other social security, or to share in any privileges or other benefits available to corporations participating in any such arrangement, or for any other purpose at any time required by law or regulation promulgated by any governmental agency or office as a condition to the transaction of any business or the exercise of any privilege or license, or from depositing its assets with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond or appeal by it from any judgment or decree against it, or in connection with any other proceedings in actions at law or in equity by or against it; Sensient Technologies Corporation Note Purchase Agreement (c) Liens securing any taxes or assessments, governmental charges or levies, if such taxes or assessments, charges or levies shall not at any time be due and payable or if the Company shall currently be contesting the validity thereof in good faith and by appropriate proceedings; (d) Liens of any judgments, if such judgments shall not have remained un‑discharged or un‑stayed on appeal or otherwise for more than sixty (60) days; (e) landlords’, lessors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, laborers’ or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of statutory Liens; provided that the Company or any Manufacturing Subsidiaryof its Subsidiaries, or any shares of stock of or Debt of any Manufacturing Subsidiary as the case may be, is contesting the validity thereof in good faith and by appropriate proceedings; (such mortgagesf) easements, pledges rights‑of‑way, restrictions and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that other similar encumbrances which do not Materially detract from the Obligations (together with, if the Company shall so determine, any other Debt value of the Company property subject thereto or of such Manufacturing Subsidiary then existing or thereafter created ranking equally interfere with the Obligationsordinary conduct of its business; (g) shall be secured equally Liens existing on the date of the Closing and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable securing Debt of the Company and its Manufacturing Subsidiaries referred to in respect of Sale and Leaseback Transactions would not exceed 5% Schedule 5.15[Reserved]; and (h) other Liens created or incurred after the date of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply Closing given to secure Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; Subsidiary in addition to the Liens permitted by the preceding clauses (ca) Pledges through (g) and (i) through (p) hereof; provided that (i) all Debt secured by any such Liens shall at all times be within the limitations provided in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; Section 10.2(b) and (dii) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger creation, issuance, assumption, guarantee or consolidation) incurrence of the Debt secured by any such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or to secure Event of Default, including, without limitation, under Section 10.2(b), would exist; provided, that, without limiting the payment of all foregoing, in the event that at any time the Company or any part Subsidiary provides a Lien to or for the benefit of the purchase price thereof lenders under the Bank Credit Agreement or to secure any Debt incurred prior to, at the time of, or within 60 days afteradministrative agent on their behalf, the acquisition holders of such property the 2017 notes, the holders of the 2011 Notes or shares or Debt any of the holders of the 2013Existing Notes for the purpose of financing all securing obligations thereunder, then the Company will (if it has provided such Lien), and will cause each of its Subsidiaries that has provided such Lien to concurrently grant to or any part for the benefit of the purchase price thereof; and holders of Notes a similar first priority Lien (e) any extensionsubject only to Liens permitted by the Bank Credit Agreement and this Section 10.4, renewal and ranking pari passu with the Lien provided to or replacement (for the benefit of the lenders under such Bank Credit Agreement, the holders of the 2017 notes, the holders of the 2011 Notes or successive extensions, renewals or replacementsthe holders of the 2013Existing Notes), over the same assets and property of the Company and such Subsidiary as a whole those encumbered in respect of the Bank Credit Agreement, the 2017 notes, the 2011 Notes or in partthe 2013Existing Notes (but only for so long as such obligations under the Bank Credit Agreement, of any Pledge referred to in the foregoing clauses (a) to (d2017 notes, the 2011 Notes or the 2013Existing Notes are secured by such Lien), inclusive; providedin form and substance reasonably satisfactory to the Required Holders with such security to be the subject of an intercreditor agreement among the lenders under the Bank Credit Agreement or the administrative agent on their behalf, howeverthe holders of the 2017 notes, that such extensionthe holders of the 2011 Notes, renewal or replacement Pledge the holders of the 2013Existing Notes and the holders of Notes, which shall be limited reasonably satisfactory in form and substance to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).Required Holders; Sensient Technologies Corporation Note Purchase Agreement

Negative Pledge. The Company (a) None of Trane Parent or any Borrower will, nor will not itself, and will not it permit any Manufacturing Restricted Subsidiary to, incurcreate, issue, assume, assume or guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company any Borrower, Trane Parent or any Manufacturing Subsidiary, Restricted Subsidiary or on any shares of stock of or Debt indebtedness of any Manufacturing Restricted Subsidiary (whether such mortgagesPrincipal Property, pledges and liens being hereinafter called “Pledge” shares or “Pledges”)indebtedness are now owned or hereafter acquired) without, without in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Loans and the Obligations of the Loan Parties hereunder and under the Notes (together withtogether, if the Company any Borrower or Trane Parent shall so determine, with any other Debt of the Company or of such Manufacturing Subsidiary indebtedness then existing or thereafter created existing created, assumed or guaranteed by such Borrower, Trane Parent or such Restricted Subsidiary ranking equally with the ObligationsLoans and the Obligations of the Loan Parties hereunder and under the Notes) shall be secured equally and ratably with (or prior to) such secured Debtindebtedness, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; providedexcluding, however, that this Section 7.5 shall not apply to Debt from the foregoing any indebtedness secured by:by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness): (ai) Pledges on property, shares or indebtedness of property of, or on any shares of stock of or Debt of, any corporation existing entity which Mortgage exists at the time such corporation entity becomes a Manufacturing Restricted Subsidiary;; or (bii) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt on property existing at the time of acquisition thereof (including acquisition through merger by a Borrower, Trane Parent or consolidation) a Restricted Subsidiary, or to secure the payment of all securing any indebtedness incurred by a Borrower, Trane Parent or any part of the purchase price thereof or to secure any Debt incurred a Restricted Subsidiary prior to, at the time of, of or within 60 180 days afterafter the later of the acquisition, the acquisition completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property or shares or Debt property, which indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal thereof or replacement (construction or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusiveimprovements thereon; provided, however, that in the case of any such extensionacquisition, renewal construction or replacement Pledge improvement the Mortgage shall be limited not apply to any property theretofore owned by a Borrower, Trane 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 an entity, which Mortgage exists at the time such entity is merged into or consolidated with any Borrower, Trane Parent or a Restricted Subsidiary, or at the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to any Borrower, Trane Parent or a Restricted Subsidiary; or (iv) on property of a Restricted Subsidiary to secure indebtedness of such Restricted Subsidiary to any Borrower, Trane Parent or another Restricted Subsidiary; or (v) on property of any Borrower, Trane Parent or a Restricted Subsidiary in favor of the United States of America or any State thereof or the District of Columbia, the Grand Duchy of Luxembourg or the jurisdiction of organization of Trane Parent, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof or the District of Columbia, the Grand Duchy of Luxembourg or the jurisdiction of organization of Trane Parent, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or a any part of the same purchase price or the cost of constructing or improving the property subject to such Mortgage; or (vi) on property, shares which Mortgage exists at the date of stock this Agreement; or (vii) with the prior written approval of the Required Banks; provided, however, that any Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) and (v) of this Section 5.6 shall not extend to or cover any property of any Borrower, Trane Parent or such Restricted Subsidiary, as the case may be, other than the property specified in such clauses and improvements thereto. (b) Notwithstanding the provisions of subsection (a) of this Section 5.6, any Borrower, Trane 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 Borrowers, Trane 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, no Borrower will permit any Subsidiaries (other than a Restricted Subsidiary) to which after the date hereof a Borrower, Trane Parent or a Restricted Subsidiary has transferred any assets to create, assume or guarantee any indebtedness for money borrowed secured the Pledge extended, renewed or replaced (plus improvements by a Mortgage on such property)assets unless such assets could have been so secured in accordance with the provisions of this Agreement by such Borrower, Trane Parent or such Restricted Subsidiary making such transfer. (d) Neither Trane Parent nor any Borrower will, nor will it permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction, unless (i) Trane Parent, such 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) Trane Parent or such Borrower shall (and in any case each of Trane Parent and each 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 Trane Parent or such Borrower for money borrowed, which by its terms matures at, or may be extended or renewed at the option of Trane Parent or such Borrower to, a date more than 12 months after the date of the creation of such indebtedness.

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate, issue, assume, guarantee incur or suffer to exist any notesmortgage or pledge, bondsas security for any indebtedness, debentures on or of any shares of stock, indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Restricted Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by: in the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary; Subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any mortgage, pledge or other lien on any Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; and (vi) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses (i) through (v), provided, in the case of a mortgage, pledge or other lien permitted under clause (i), (ii) or (iv), the indebtedness secured is not increased nor the lien extended to any additional assets. (cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute; (d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 10% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Worth.

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed : (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or i) mortgage or lien on, pledge as security for any indebtedness any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, whether such Principal Property is owned at the date of this Indenture or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgageshereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such indebtedness shall be so secured; (ii) mortgage or pledge as security for any indebtedness any shares of stock, indebtedness or other obligations of RJRT, unless the Company pledges or secures or causes such Restricted Subsidiary to pledge or secure (x) such shares of stock, indebtedness or other obligations of RJRT to the Company equally and ratably with all indebtedness secured Debt by such mortgage or pledge, so long as such indebtedness shall be so secured and assign the Company’s security interest in such assets to the Collateral Agent to secure the outstanding Securities equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured, unlessor (y) the outstanding Securities equally and ratably with all indebtedness secured with such mortgage or pledge, after giving effect theretoso long as such indebtedness shall be so secured; (iii) mortgage or pledge as security for any public bonds or notes any shares of stock, the aggregate amount indebtedness or other obligations of all such secured Debt so secured plus all Attributable Debt a Subsidiary (other than that of RJRT) held by or owed to any of the Company or such Restricted Subsidiary, whether such shares of stock, indebtedness or other obligations are owned at the date of this Indenture or hereafter acquired, unless the Company secures or causes such Restricted Subsidiary to secure the outstanding Securities equally and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assetsratably with all such public bonds or notes secured by such mortgage or pledge, so long as such public bonds or notes shall be so secured; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of: (aA) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property acquired hereafter existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing SubsidiarySubsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (A) shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (bB) Pledges any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (C) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary; (cD) Pledges in favor of any governmental body to secure progressmortgage, advance pledge or other payments pursuant lien on Principal Property being constructed or improved securing loans to any contract finance such construction or provision of any statuteimprovements; (dE) Pledges of propertyany mortgage, pledge or other lien on shares of stock stock, indebtedness or Debt existing at the time other obligations of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all a Subsidiary or any part Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; or (F) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and preceding clauses (eA) any extension, renewal or replacement through (or successive extensions, renewals or replacementsE), as a whole or in partprovided, of any Pledge referred to that in the foregoing clauses (a) to (d)case of a mortgage, inclusive; provided, however, that such extension, renewal pledge or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).other lien permitted under clause

Negative Pledge. The Company will not itselfCreate, and will not permit any Manufacturing Subsidiary toto exist, incur, issue, assume, guarantee or suffer to exist --------------- the creation of, any notesLien, bondson any of its properties or assets (real or personal, debentures tangible or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”intangible), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byEXCEPT: (a) Pledges Liens in favor of property ofthe Agent, or on any shares behalf of stock of or Debt ofthe Lenders, any corporation existing at created pursuant to the time such corporation becomes a Manufacturing SubsidiarySecurity Documents; (b) Pledges in favor of Liens existing on the Company or any Manufacturing SubsidiaryClosing Date that are listed on Annex I hereto; (c) Pledges in favor of any Liens for taxes, assessments or governmental body charges or levies to secure progress, advance or other payments pursuant the extent not required to any contract or provision of any statutebe paid by Section 7.02 hereof; (d) Pledges 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 property, shares business securing obligations which are not overdue for a period of stock more than thirty (30) days; (e) pledges or Debt existing at the time of acquisition thereof (including acquisition through merger deposits to secure obligations under workmen's compensation laws or consolidation) similar legislation or to secure public or statutory obligations of the payment Borrower; (f) Liens acknowledged to exist with respect to the assets and properties of all ASB pursuant to Section 6.22 hereof; (g) Liens for finance leases of equipment leased by the Borrower or any part of its Subsidiaries, which do not constitute Capitalized Leases or purchase money Liens upon or in property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt to secure Indebtedness incurred solely for the purpose of financing all the acquisition of any such property to be subject to such Liens, or Liens existing on any part such property at the time of the purchase price thereof; and (e) any extensionleasing, renewal acquisition, or replacement (or successive extensions, renewals or replacements), as a whole or in part, replacements of any Pledge referred to in of the foregoing clauses (a) for the same or a lesser amount, PROVIDED that no such Lien shall extend to (d), inclusive; provided, however, that or cover any property other than the property being leased or acquired and no such extension, renewal or replacement Pledge shall be limited extend to all or a part of cover any property not theretofore subject to the same property, shares of stock or Debt that secured the Pledge Lien being extended, renewed or replaced replaced, and PROVIDED, FURTHER, that (plus improvements on i) the aggregate principal amount of the Indebtedness at any one time outstanding secured by Liens permitted pursuant to this clause (g) shall not exceed $100,000 at any one time outstanding and (ii) any such property)Indebtedness shall not otherwise be prohibited by the terms of this Agreement; and (h) the replacement, extension or renewal of any Lien permitted by clauses (a) through (g) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase of principal amount) of the Indebtedness secured thereby.

Negative Pledge. The Company Borrower will not itselfnot, and nor will not it permit any Manufacturing Subsidiary of its Subsidiaries to, incurcreate, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of except Liens granted under the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges Security Documents and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges of property of, or any Lien (other than a Lien securing Debt) existing on any shares asset (other than an asset subject to a security interest granted under the Pledge Agreement or the Security Agreement) prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryacquisition; (b) Pledges Liens for taxes not delinquent or being contested in favor of the Company or any Manufacturing Subsidiarygood faith and by appropriate proceedings; (c) Pledges in favor of any governmental body deposits or pledges to secure progressobligations under workers' compensation, advance social security or other payments pursuant to any contract similar laws, or provision of any statute;under unemployment insurance; PAGE (d) Pledges mechanics', workers', materialmen's, warehousemen's, landlords' or other like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith; (e) easements, rights-of-way, charges, covenants, restrictions and matters of public record, survey defects and imperfections of title that 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, in each case affecting real property; (f) the reservation by any prior grantor of any right, shares title or interest in and to all oil, gas and other hydrocarbon substances, minerals, ores and metals of stock every nature and kind in and under real property that 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; (g) any Liens securing Capital Financing Debt; provided that such Lien does not attach to any asset other than the asset financed by such Capital Financing Debt existing at and proceeds thereof; (h) Liens, if any, on credit card receivables sold pursuant to the time Credit Card Agreements that arise under the Credit Card Agreements by virtue of acquisition thereof such sale and proceeds thereof; (including acquisition through merger or consolidationi) or Liens incurred in the ordinary course of business to secure the performance of surety and indemnity bonds, leases and other contracts (other than to secure Debt); (j) interests (other than Debt) of a lessor or lessee arising under a lease; (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of all customs duties in connection with imported goods, which duties are not delinquent or any part are being contested in good faith by appropriate proceedings; (l) unperfected Liens on inventory arising in the ordinary course of the purchase price thereof or business securing trade accounts payable to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition suppliers of such property inventory which are not past due or shares or Debt for the purpose of financing all or any part of the purchase price thereofwhich are being contested in good faith; and (em) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to Liens arising in the foregoing clauses ordinary course of its business which (ai) do not attach to any asset subject to a security interest granted under the Security Documents, (d), inclusive; provided, however, that such extension, renewal ii) do not secure Debt or replacement Pledge shall be limited to all any other monetary obligation (other than judgments and appeal bonds not exceeding $2,000,000 in the aggregate) and (iii) do not in the aggregate materially detract from the value of its assets or a part materially impair the use thereof in the operation of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)its business.

Negative Pledge. The Company (a) Neither Borrower will, nor will not itself, and will not it permit any Manufacturing Subsidiary of its Restricted Subsidiaries to, incurcreate, issue, assume, assume or guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company either Borrower or any Manufacturing Subsidiary, Restricted Subsidiary or on any shares or indebtedness of stock of or Debt of any Manufacturing a Restricted Subsidiary (whether such mortgagesPrincipal Property, pledges and liens being hereinafter called “Pledge” shares or “Pledges”)indebtedness are now owned or hereafter acquired) without, without in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Obligations Loans and the obligations of the Borrowers hereunder and under the Notes (together withtogether, if the Company Borrowers shall so determine, with any other Debt of the Company or of such Manufacturing Subsidiary indebtedness then existing or thereafter created existing created, assumed or guaranteed by either Borrower or such Restricted Subsidiary ranking equally with the ObligationsLoans and the obligations of the Borrowers hereunder and under the Notes) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; providedindebtedness excluding, however, that this Section 7.5 shall not apply to Debt from the foregoing any indebtedness secured by:by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness): (ai) Pledges on property, shares or indebtedness of property of, or on any shares of stock of or Debt of, any corporation existing which Mortgage exists at the time such corporation becomes a Manufacturing Restricted Subsidiary;; or (bii) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt on property existing at the time of acquisition thereof (including acquisition through merger by either Borrower or consolidation) or to secure the payment of all or any part of the purchase price thereof a Restricted Subsidiary, or to secure any Debt indebtedness incurred by either Borrower or a Restricted Subsidiary prior to, at the time of, or within 60 180 days afterafter the later of the acquisition, the acquisition completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property or shares or Debt property, which indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal thereof or replacement (construction or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusiveimprovements thereon; provided, however, that in the case of any such extensionacquisition, renewal construction or replacement Pledge improvement the Mortgage shall be limited not apply to any property theretofore owned by either Borrower 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 either Borrower 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 either Borrower or a Restricted Subsidiary; or (iv) on property of a Restricted Subsidiary to secure indebtedness of such Restricted Subsidiary to either Borrower or another Restricted Subsidiary; or (v) on property of either Borrower or a Restricted Subsidiary in favor of the United States of America or any state thereof or Bermuda, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof or Bermuda, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or a any part of the same purchase price or the cost of constructing or improving the property subject to such Mortgage; or (vi) on property, shares which Mortgage exists at the date of stock this Agreement; or (vii) with the prior written approval of the Required Banks; provided, however, that any Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) and (v) of this Section 5.6 shall not extend to or cover any property of such Borrower or such Restricted Subsidiary, as the case may be, other than the property specified in such clauses and improvements thereto. (b) Notwithstanding the provisions of subsection (a) of this Section 5.6, either Borrower 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 Borrowers and their respective Restricted Subsidiaries and the Attributable Debt that 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 5% of Consolidated Net Worth. (c) Notwithstanding the foregoing provisions of this Section 5.6, neither Borrower will permit any of its Subsidiaries (other than a Restricted Subsidiary) to which after the date hereof either Borrower or a Restricted Subsidiary has transferred any assets to create, assume or guarantee any indebtedness for money borrowed secured the Pledge extended, renewed or replaced (plus improvements by a Mortgage on such property)assets unless such assets could have been so secured in accordance with the provisions of this Agreement by such Borrower or such Restricted Subsidiary making such transfer. (d) Neither Borrower will, nor will it permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction, unless (i) such Borrower or such Restricted Subsidiary 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 obligations of the Borrowers hereunder and under the Notes, or (ii) each Borrower shall (and in any case each Borrower covenants that it will) apply an amount equal to the fair value (as determined by the applicable Borrower’s 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 the Borrowers for money borrowed which by its terms matures at, or may be extended or renewed at the option of the Borrowers to, a date more than 12 months after the date of the creation of such indebtedness.

Negative Pledge. The Company will not itselfnot, and nor will not it permit any Manufacturing Restricted Subsidiary to, incur, issue, assume, guarantee cause or suffer permit to exist or agree or consent to cause or permit to exist in the future (upon the happening of a contingency or otherwise) any notesof its Property, bondswhether now owned or hereafter acquired, debentures to be subject to a Lien except: (i) Liens securing taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that the payment thereof is not at the time required by Section 7.1 hereof; (ii) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety and performance bonds (of a type other than set forth in Section 7.5(a)(iii)) hereof) and other similar evidences obligations not incurred in connection with the borrowing of indebtedness for money borrowed (notesmoney, bondsthe obtaining of advances, debentures or other similar evidences the payment of indebtedness for money borrowed being herein called “Debt”), secured by pledge ofthe deferred purchase price of Property, or mortgage or lien on, any Principal Domestic Manufacturing Property a Guaranty; (iii) Liens on Natural Gas Inventory securing obligations of the Company or any Manufacturing SubsidiaryCompany, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing provided that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all Debt secured by such secured Debt so secured plus all Attributable Debt Liens shall not at any time exceed $35,000,000; (iv) Liens on Property of a Restricted Subsidiary, provided that such Liens secure only obligations owing to the Company or a Wholly-Owned Restricted Subsidiary; (v) Liens in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real property, provided that such exceptions and encumbrances do not in the aggregate materially detract from the value of such Properties or materially interfere with the use of such Property in the ordinary conduct of the business of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiaryRestricted Subsidiaries; (bvi) Pledges (A) Liens listed in favor Paragraph V of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progressAnnex 3 hereto, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurmortgage or pledge as security for any indebtedness any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt Principal Property is owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Notes equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by: in the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary; Subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any mortgage, pledge or other lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; (vi) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses (i) through (v), provided, in the case of a mortgage, pledge or other lien permitted under clause (i), (ii) or (iv), the debt secured is not increased nor the lien extended to any additional assets. (cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute; (d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 10% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Worth.

Negative Pledge. The Company Ford will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company Ford or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Note Obligations (together with, if the Company Ford shall so determine, any other Debt of the Company Ford or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the ObligationsObligations (as defined in the Existing Credit Agreement)) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company Ford and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed five percent (5% %) of the Consolidated Net Tangible Automotive Company Excluding FMCC Assets; provided, however, that this Section 7.5 1.05 (Negative Pledge) of Part II-A of Schedule E (Sponsor Entity Specific Covenants) of shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company Ford or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 sixty (60) days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).

Negative Pledge. The Company will not itself, and will not permit any Manufacturing Restricted Subsidiary to, incur, issue, assume, or guarantee any loans, whether or suffer to exist not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (loans, notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured after the date hereof by pledge of, or mortgage or lien on, on (i) any Principal Domestic Manufacturing Property of the Company or any Manufacturing Principal Property of any Restricted Subsidiary, or (ii) any shares of capital stock of or Debt of any Manufacturing Subsidiary Restricted Subsidiary, or (such mortgages, pledges and liens being hereinafter called “Pledge” iii) any inventory or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt accounts receivable of the Company or any inventory or accounts receivable of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so securedany Restricted Subsidiary, unless, after giving effect thereto, the aggregate amount Attributable Amount in respect of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 510% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 5.06 shall not apply to to, and there shall be excluded from secured Debt in any computation under this Section 5.06, Debt secured by: (a) Pledges of Mortgages on property of, or on any shares of capital stock of or Debt or inventory or accounts receivable of, any corporation existing at the time such corporation becomes a Manufacturing Restricted Subsidiary or Subsidiary, as the case may be; (b) Pledges Mortgages in favor of the Company or any Manufacturing Restricted Subsidiary; (c) Pledges Mortgages in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of Mortgages on property, shares of capital stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or construction thereon or to secure any Debt incurred prior to, at the time of, or within 60 360 days after, after the later of the acquisition of such property or property, shares of capital stock or Debt or the completion of construction for the purpose of financing all or any part of the purchase price thereof; andthereof or construction thereon; (e) Mortgages securing obligations issued by a State, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the holder by reason of Section 103(a)(1) of the Internal Revenue Code of 1986, as amended, (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations; (f) Mechanics’, materialmen’s, carriers’, or other like liens arising in the ordinary course of business (including construction of facilities) in respect of obligations which are not due or which are being contested in good faith; (g) Any Mortgage arising by reason of deposits with, or the giving of any form of security to any governmental agency or any body created or approved by law or governmental regulations, which is required by law or governmental regulations as a condition to the transaction of any business, or the exercise of any privilege, franchise or license; (h) Mortgages for taxes, assessments or governmental charges or levies not yet delinquent, or Mortgages for taxes, assessments or governmental charges or levies already delinquent but the validity of which is being contested in good faith; (i) Mortgages (including judgment liens) arising in connection with legal proceedings so long as such proceedings are being contested in good faith and, in the case of judgment liens, execution thereon is stayed; (j) Mortgages (other than on any inventory or accounts receivable of the Company or any Subsidiary) existing at the date hereof; (k) Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge mortgage referred to in the foregoing clauses (a) to through (d)j) above, inclusive; provided, however, that such extension, renewal or replacement Pledge Mortgage shall be limited to all or a part of the same property, shares of capital stock or Debt that secured the Pledge Mortgage extended, renewed or replaced (plus improvements on such property).; and (l) Mortgages securing asset-based Debt in an aggregate principal amount not to exceed $750,000,000 at any one time outstanding on inventory and accounts receivable of the Company and its Subsidiaries. In this Section 5.06 the following terms have the following meanings:

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur Lien on any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Restricted Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Restricted Subsidiary or Debt Principal Property are owned at date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (or prior to) all indebtedness secured by such secured DebtLien, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by: in the case of: (ai) Pledges the creation of property of, or any Lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary; Subsidiary or any Principal Property subject to any Lien without the assumption thereof, provided that every such Lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any, Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any Lien on any s area of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any Lien on any Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any Lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations (including, without limitation, industrial revenue bonds and similar financings); (vi) any mechanics’, materialmen’s, carriers’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not yet due or that are being contested in good faith, (vii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property for taxes, assessments or governmental charges or levies not yet delinquent, or already delinquent but the validity of which is being contested in good faith, (viii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property arising in connection with legal proceedings being contested in good faith, including any judgment Lien so long as execution thereon is stayed, (ix) any landlord’s Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and tenants’ rights under leases, easements and similar Liens not materially impairing the use or value of the property involved, (x) any Lien arising by reason of deposits necessary to qualify the Company or any Restricted Subsidiary to conduct business, maintain self-insurance, or obtain the benefit of, or comply with, any law, and (xi) any renewal of or substitution for any Lien permitted by any of the preceding clauses (i) through (x), provided, in the case of a Lien permitted under clause (i), (ii) or (iv), the indebtedness secured is not increased nor the Lien extended to any additional assets. (cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume Liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute; (d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any replacement, and after giving effect thereto, Exempted Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)does not exceed 15% Combined Net Worth.

Negative Pledge. The Company Such Borrower will not itself, pledge or otherwise subject to any lien any property or assets of such Borrower unless the Loans and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), such Borrower under this Agreement are secured by pledge of, or mortgage or such lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at any one time outstanding exceed 20% of Net Tangible Assets (as defined below) of such Borrower and it Consolidated Subsidiaries and also will not apply to: (a) Pledges the pledge of property ofany assets of such Borrower to secure any financing by such Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, jurisdictions other than the United States, Puerto Rico and Canada in connection with which such Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers’ acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements; (b) Pledges the pledge of receivables of such Borrower payable in favor of currencies other than US Dollars to secure borrowings in jurisdictions other than the Company or any Manufacturing SubsidiaryUnited States, Puerto Rico and Canada; (c) Pledges any deposit of assets of such Borrower in favor of any governmental body bodies to secure progress, advance or other payments pursuant to any under a contract or provision of any statute; (d) Pledges any lien or charge on any property of propertysuch Borrower, shares of stock tangible or Debt intangible, real or personal, existing at the time of acquisition thereof or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any Debt indebtedness incurred prior to, at the time of, or within 60 days one year after, the acquisition or completion of such property or shares or Debt construction thereof for the purpose of financing all or any part of the purchase or construction price thereof; (e) bankers’ liens or rights of offset; (f) any lien securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business; (g) any lien to secure nonrecourse obligations in connection with such Borrower’s engaging in leveraged or single-investor lease transactions; (h) any lien to secure payment obligations with respect to (x) rate swap transactions, swap options, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, credit protection transactions, credit swaps, credit default swaps, credit default options, total return swaps, credit spread transactions, repurchase transactions, reverse repurchase transactions, buy/sell-back transactions, securities lending transactions, weather index transactions, or forward purchases or sales of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions), or (y) transactions that are similar those described above; (i) for the avoidance of doubt, any lien or security interest granted or arising in connection with a bona fide securitization transaction by which such Borrower sells vehicle loan receivables, vehicle installment contracts, vehicle leases (together with or without the underlying vehicles), and/or other receivables or assets, the records relating thereto and the proceeds, rights and benefits accruing to it thereunder (the “Securitized Assets”) and underlying vehicles if not included with the Securitized Assets to a trust or entity established for the purpose of, among other things, purchasing, holding or owning Securitized Assets; and (ej) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge lien, charge or pledge referred to in the foregoing clauses (a) to (di), inclusive, of this Section 6.5; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).

Negative Pledge. The Company will not itselfnot, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist create after the date of this Agreement any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, Mortgage upon any Principal Domestic Manufacturing Property property of the Company or of any Manufacturing Subsidiary, whether owned at the date of this Agreement or hereafter acquired by the Company or by any shares of stock of or Debt Subsidiary, to secure any Indebtedness, without making effective provision concurrently with the creation of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that Mortgage whereby the Obligations Notes (together with, if the Company shall so determine, any other Debt Indebtedness of the Company ranking equally with or of such Manufacturing Subsidiary in priority to the Notes and then existing or thereafter created ranking equally with in the Obligationscase where the Company is required by contract to do so) shall be secured by a Mortgage equally and ratably with (or prior to) such secured DebtIndebtedness, so long as such secured Debt Indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Debt secured bybe applicable to: (a) Pledges any Mortgage to secure any present or future Indebtedness of property ofor related to the affairs or activities of Ponderay Newsprint Company or of Gold River Newsprint Limited Partnership, being joint ventures in which the Company or a Subsidiary has an interest, or on any shares of stock of their respective successors and assigns, to the extent that such Mortgage affects the property or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryinterests in property in said joint ventures; (b) Pledges any Mortgage (except on fixed assets and on shares of a Subsidiary or Affiliate) given to banks or others to secure any Indebtedness issued, assumed or guaranteed by the Company or a Subsidiary, which is payable on demand or which matures by its terms less than twelve months from the date of issuance, assumption or guarantee thereof; (c) any Mortgage to secure a Purchase Money Obligation; provided that (i) in the case of any construction or improvement of property, the Mortgage shall only apply to the property to be constructed or improved, to the real or immovable property which is substantially unimproved for the purposes of the Company or a Subsidiary and on which the property so constructed or the improvement is located, and to any machinery or equipment installed at any time so as to constitute immovable property or a fixture on the real property on which the property so constructed, or the improvement, is located, and (ii) in the case of any acquisition of property, the Mortgage shall only apply to the property to be acquired by the Company or a Subsidiary; (d) any Mortgage to secure Indebtedness issued, assumed or guaranteed for the construction of townsites, employees’ housing, warehouses or office premises; (e) any Mortgage on any non-producing resource property to secure any Indebtedness issued, assumed or guaranteed for the development or improvement of non-producing resource property; (f) any Mortgage in favor of a government in Canada or the United States of America; (g) any Mortgage in favor of the Company or any Manufacturing Wholly-owned Subsidiary; (ch) Pledges in favor any Mortgage required to be given or granted by any Subsidiary pursuant to the terms of any governmental body trust deed or similar document entered into by such Subsidiary prior to secure progress, advance or other payments pursuant to any contract or provision of any statutethe date it became a Subsidiary; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (ei) any extensionrenewal, renewal replacement or replacement extension (or successive renewals, replacements or extensions, renewals or replacements), as a whole or in part, ) of any Pledge Mortgage referred to in the foregoing clauses (a) to (d), inclusiveh) inclusive above; provided, however, that the principal amount of the Indebtedness secured thereby shall not exceed the principal amount of the Indebtedness so secured at the time of such renewal, replacement or extension, renewal except that this proviso shall not apply to any Indebtedness referred to in clause (a) or replacement Pledge shall be limited clause (b) above nor to all any Indebtedness of or related to the affairs or activities of any joint venture, partnership or similar arrangement in which the Company or a part Subsidiary has an interest but does not alone have the power to effect any such renewal, replacement or extension; and (j) a Mortgage not excepted by clauses (a) through (i) above; provided that after giving effect thereto the sum of (i) the aggregate amount of Indebtedness secured by such Mortgage and other Mortgages created under this clause (j), and (ii) Attributable Debt, does not exceed 10% of the same property, shares Consolidated Shareholders’ Equity of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Company as at the end of the then last completed financial quarter of the Company.

Negative Pledge. The Company Iusacell will not itselfnot, and nor will not it permit any Manufacturing Subsidiary of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee assume or suffer permit to exist any notesLien on or with respect Credit Agreement to any property or asset of Iusacell, bondswhether now owned or held or hereafter acquired, debentures or other similar evidences of indebtedness for money borrowed than the following Liens (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by:"Permitted Liens"): (ai) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges Liens in favor of the Company or any Manufacturing SubsidiaryAgent created pursuant to the Pledge Agreement; (cii) Pledges any Lien in favor existence as of any governmental body to secure progress, advance or other payments pursuant to any contract or provision the date of any statutethis Agreement; (diii) Pledges of propertyLiens for taxes, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure assessments and other governmental charges the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other appropriate provisions, if any, as shall be required by Mexican GAAP, shall have been made; (iv) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or the payment of which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserves or other appropriate provision, if any, as shall be required by Mexican GAAP, shall have been made; (v) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security; (vi) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay; (vii) any Lien on any asset, including, without limitation, capital stock or other securities (an "Encumbered Asset"), securing Debt incurred to finance all or any part of the purchase price thereof of such Encumbered Asset or any portion of the cost of constructing, developing, altering or improving such Encumbered Asset; provided that such Lien (i) attaches solely to secure any Debt incurred prior tosuch Encumbered Asset or an improvement thereon or property which was acquired for specific use in connection with the Encumbered Asset and (ii) shall have been created during the period that such Encumbered Asset was being acquired, at the time ofconstructed, developed, altered or improved or concurrently with or within 60 120 days afterafter the acquisition, the acquisition of such property construction, development, alteration or shares or Debt for the purpose of financing all or any part of the purchase price improvement thereof; and; (eviii) any Lien on any property securing an extension, renewal or replacement (or successive extensions, renewals or replacements), as refunding of Debt secured by a whole or in part, of any Pledge Lien referred to in (ii) or (vii) above, provided that such new Lien is limited to the foregoing clauses (a) asset which was subject to (d), inclusive; provided, however, that the prior Lien immediately before such extension, renewal or replacement Pledge shall be limited refunding and, provided further, that the principal amount of Debt secured by the prior Lien is not increased immediately before or in contemplation of or in connection with such extension, renewal, refunding or replacement; and Credit Agreement (ix) in addition to all or a part the Liens permitted by the foregoing, Liens securing Debt of the same property, shares Iusacell not in excess of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)$2,000,000 in aggregate principal amount outstanding at any time of determination.

Negative Pledge. The Neither the Issuer nor the Company will not itself, and will not permit create any Manufacturing Subsidiary to, incur, issue, assume, guarantee Lien on any of their property or suffer assets to exist secure any notes, bonds, debentures or other similar evidences of indebtedness for borrowed money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, without in any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing that the Obligations Notes, in the case of the Issuer, and the Guarantee Obligations, in the case of the Company (together with, if the Company Issuer or the Company, as applicable, shall so determine, any other Debt indebtedness of the Company Issuer or of such Manufacturing Subsidiary then existing the Company, as applicable, which is not subordinate to the Notes or thereafter created ranking equally with the Guarantee Obligations) , as applicable), shall be secured equally and ratably with (or prior to) such secured Debtindebtedness, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Debt secured byto: (a) Pledges of property of, or Liens on any shares of stock of property or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt assets existing at the time of acquisition thereof (including acquisition through merger or consolidation) to secure, or to secure securing, the payment of all or any part of the purchase price price, cost of improvement or construction cost thereof or to secure securing any Debt indebtedness incurred prior to, at the time of, of or within 60 180 days after, the acquisition of such property or shares assets or Debt the completion of any such improvement or construction, whichever is later, for the purpose of financing all or any part of the purchase price thereofprice, cost of improvement or construction cost thereof or to secure or securing the repayment of money borrowed to pay, in whole or in part, such purchase price, cost of improvement or construction cost or any vendor’s privilege or lien on such property securing all or any part of such purchase price, cost of improvement or construction cost, including title retention agreements and leases in the nature of title retention agreements (provided such Liens are limited to such property or assets and to improvements on such property); (b) Liens arising by operation of law; (c) any other Lien arising in connection with indebtedness for borrowed money if, after giving effect to such Lien and any other Lien created pursuant to this paragraph (c), at the time such L▇▇▇ is granted the aggregate principal amount of the indebtedness for the borrowed money that is secured pursuant to this paragraph (c) would not exceed 5% of Consolidated Net Worth; and (ed) any extension, renewal renewal, substitution or replacement (or successive extensions, renewals renewals, substitutions or replacements), as a whole or in part, of any Pledge of the Liens referred to in the foregoing clauses paragraphs (a) to (d), inclusivec) above or any indebtedness secured thereby; provided, however, provided that such extension, renewal renewal, substitution or replacement Pledge Lien shall be limited to all or a any part of substantially the same property, shares of stock property or Debt assets that secured the Pledge Lien extended, renewed renewed, substituted or replaced (plus improvements on such property)) and the principal amount of indebtedness secured by such Lien at such time is not increased.

Negative Pledge. The Company will not itselfnot, and will not permit any Manufacturing Subsidiary SPHI to, incurcause or permit to exist, issue, assume, guarantee or suffer agree or consent to cause or permit to exist in the future (upon the happening of a contingency or otherwise), any notesof its Property, whether now owned or hereafter acquired, to be subject to a Lien except: (i) Liens described in Part 7.13(a)(i) of Annex 3; (ii) Liens (A) arising from judicial attachments and judgments, (B) securing appeal bonds or supersedeas bonds, debentures and (C) arising in connection with court proceedings (including, without limitation, surety bonds and letters of credit or any other instrument serving a similar purpose), provided that (1) such Liens are fully released within sixty (60) days of their creation or the execution or other similar evidences enforcement of indebtedness for money borrowed such Liens is effectively stayed, (notes2) the claims secured thereby are being contested in good faith and by appropriate proceedings and (3) adequate book reserves in accordance with GAAP shall have been established and maintained and shall exist with respect thereto; (iii) Liens incurred or deposits made in the ordinary course of business to secure the performance of letters of credit, bondsbids, debentures tenders, sales contracts, leases, statutory obligations, construction obligations, bonds and assessments or improvements, surety and performance bonds (of a type other than set forth in Section 7.13(a)(ii)) and other similar evidences obligations not incurred in connection with the borrowing of indebtedness for money borrowed being herein called “Debt”)money, secured by pledge of, the obtaining of advances or mortgage or lien on, any Principal Domestic Manufacturing Property the payment of the Company or any Manufacturing Subsidiarydeferred purchase price of Property, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unlessprovided that, after giving effect theretoto any enhancement in value and use of other Property related to such Property as a result of such Lien, (1) such (iv) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security and other like laws; (v) Liens securing Property taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehousemen, vendors, landlords and other like Persons, provided that the payment thereof is not at the time required by Section 7.1; and (vi) Liens in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions or encumbrances affecting real Property, provided that such exceptions and encumbrances do not in the aggregate amount detract from the value of all such secured Debt so secured plus all Attributable Debt Property or interfere with the use of such Property in the ordinary conduct of the business of the Company and its Manufacturing Subsidiaries SPHI in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, a manner that this Section 7.5 shall not apply has or could reasonably be expected to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes have a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Material Adverse Effect.

Negative Pledge. The Company and the Guarantor will not itselfnot, and will not permit any Manufacturing Significant Subsidiary to, incurcreate, issue, assume, guarantee incur or suffer to exist any notesLien on any Equity Interests, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notesa Significant Subsidiary held by the Guarantor, bonds, debentures the Company or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, any Subsidiary or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Significant Subsidiary, whether such Equity Interests, indebtedness or any shares other obligations of stock a Significant Subsidiary or Principal Property are owned at the date of this Indenture or Debt of any Manufacturing Subsidiary (such mortgageshereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Significant Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (or prior to) all indebtedness secured by such secured DebtLien, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of: (a) Pledges the creation of property ofany Lien on any Equity Interests, indebtedness or other obligations of a Significant Subsidiary or any Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Significant Subsidiary contemporaneously with such acquisition, or on within 180 days thereafter, to secure or provide for the payment or financing of any shares part of stock the purchase price thereof, or (b) the assumption of any Lien upon any Equity Interests, indebtedness or Debt of, other obligations of a Significant Subsidiary or any corporation Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) existing at the time of such corporation becomes acquisition, provided that every such Lien referred to in subclause (a) or (b) of this clause (i) shall not attach to Equity Interests, indebtedness or other obligations of a Manufacturing SubsidiarySignificant Subsidiary or any Principal Property other than the Equity Interests, indebtedness or other obligations of the Significant Subsidiary or any Principal Property so acquired and fixed improvements thereon; (bii) Pledges any Lien on any Equity Interests, indebtedness or other obligations of a Significant Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any Lien on any Equity Interests, indebtedness or other obligations of a Significant Subsidiary or any Principal Property in favor of the Company or any Manufacturing Significant Subsidiary; (civ) Pledges in favor of any governmental body Lien on any Principal Property being constructed or improved securing loans to secure progress, advance finance such construction or other payments pursuant to any contract or provision of any statuteimprovements; (dv) Pledges any Lien on Equity Interests, indebtedness or other obligations of propertya Significant Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; (vi) Liens on any Principal Property for taxes not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves, shares to the extent required by GAAP, have been made; (vii) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens on any Principal Property arising in the ordinary course of stock business and securing obligations that are not due and payable or Debt existing which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves, to the extent required by GAAP, have been made; (viii) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Company, the Guarantor or any Significant Subsidiary; (ix) any Lien on Equity Interests, indebtedness or other obligations of a Non-U.S. Subsidiary held by a Non-U.S. Subsidiary or any Principal Property of a Non-U.S. Subsidiary; provided that, at the time of acquisition thereof (including acquisition through merger the creation or consolidation) or to secure incurrence of any such Lien, the payment of all or any part aggregate book value of the purchase price thereof total assets of the Non-U.S. Subsidiaries then subject to Liens securing indebtedness for borrowed money (and after giving effect to the proposed Lien) shall not exceed 25% of the Total Assets of the Guarantor and its Subsidiaries; (x) any Lien on Equity Interests, indebtedness or other obligations of a Securitization Subsidiary created, incurred, assumed or suffered to secure exist in connection with a Permitted Receivables Financing; (xi) Liens arising by reason of any Debt incurred prior toattachment, judgment, decree or order of any court or other governmental authority, so long as any appropriate legal proceedings which may have been initiated for review of such attachment, judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; (xii) any Lien on Equity Interests, indebtedness or other obligations of a Significant Subsidiary that was not a Significant Subsidiary at the time of, such Lien was created or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofincurred; and (exiii) any extension, renewal of or replacement substitution for any Lien permitted by any of the preceding clauses (or successive extensions, renewals or replacementsi), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (dii), inclusive; provided(iv), however(v), that such extension(vi), renewal or replacement Pledge shall be limited to all or a part of the same property(vii), shares of stock or Debt that secured the Pledge extended(viii), renewed or replaced (plus improvements on such propertyix)., (x), (xi) or

Negative Pledge. The Company No Loan Party nor any Subsidiary of a Loan Party will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges Liens of property ofcarriers, warehousemen, mechanics and materialmen imposed by mandatory provisions of law arising in the ordinary course of business for sums not yet due and payable or on any shares such liens securing an aggregate Debt of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiarynot more than $1,000,000 that are being contested in good faith; (b) Pledges Liens incurred in favor the ordinary course of the Company business in connection with worker’s compensation, unemployment insurance or any Manufacturing Subsidiaryother forms of governmental insurance or benefits or to secure obligations on surety or appeal bonds; (c) Pledges in favor of any governmental body to secure progressLiens for current taxes (including income withholding taxes), advance assessments or other payments pursuant governmental charges that are not delinquent or remain payable without any penalty or that are being contested in good faith and with due diligence by appropriate proceedings, if the affected Loan Party has established adequate reserves with respect thereto in accordance with GAAP or, with respect to any contract or provision of any statuteliens arising in connection with income tax withholding, such Loan Party has established adequate reserves with respect thereto; (d) Pledges statutory liens of property, shares banks and other financial institutions arising during the collection of stock instruments in the ordinary course of business; (e) pledges or Debt existing at deposits in the time ordinary course of acquisition thereof (including acquisition through merger or consolidation) or a Loan Party’s business to secure the performance of leases or contracts entered into in the ordinary course of business; (f) Liens upon any assets subject to a Capital Lease and securing payment of all the obligations arising under such Capital Lease and any liens upon any equipment subject to an equipment operating lease and securing payment of the obligations arising under such lease; (g) zoning restrictions, easements, licenses, landlord’s liens or any part restrictions on the use of property which do not materially impair the use of such property in the operation of the business of a Loan Party; (h) Liens securing the purchase price thereof or of assets attaching only to secure any such assets securing aggregate Debt incurred prior to, at of Loan Parties and their Subsidiaries not in excess of $1,000,000; (i) Liens not described in subclauses (a) through (h) above that relate to liabilities not in excess of $1,000,000 in the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofaggregate; and (ej) any extensionLiens on Borrower Margin Stock, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part extent the fair market value thereof exceeds 25% of the same property, shares fair market value of stock or Debt that secured the Pledge extended, renewed or replaced assets of the Borrower and its Subsidiaries (plus improvements on such propertyincluding Borrower Margin Stock).

Negative Pledge. The Company No Loan Party nor any Subsidiary of a Loan Party will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges of property of, Liens securing the Administrative Agent and the Lenders created or on any shares of stock of or Debt of, any corporation existing at arising under the time such corporation becomes a Manufacturing SubsidiaryLoan Documents; (b) Pledges Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement, in favor of the Company or any Manufacturing Subsidiaryeach case as described on Schedule 5.13; (c) Pledges Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies incurred in favor the ordinary course of any governmental body business that are not yet due and payable or that are being contested in good faith and with due diligence by appropriate proceedings and with respect to secure progress, advance or other payments pursuant which the applicable Loan Party has established reserves on its books in accordance with GAAP which are reasonably satisfactory to any contract or provision of any statutethe Administrative Agent; (d) Pledges Statutory Liens of propertyLandlords and Liens of mechanics, shares materialmen, suppliers, warehousemen, carriers, or other like liens securing obligations incurred in the ordinary course of stock business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or Debt existing at (2) if due and payable are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the time Loan Party has established reserves reasonably satisfactory to the Administrative Agent and Required Lenders and which in no event shall become a Lien prior to any Collateral Documents; (e) pledges or deposits made in the ordinary course of acquisition thereof business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs (including acquisition through merger other than any Lien imposed by ERISA) which in no event shall become a Lien prior to any Collateral Documents; (f) good faith pledges or consolidationdeposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of ten percent (10%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business which in no event shall become a Lien prior to any Collateral Document; (g) encumbrances consisting of zoning restrictions, easements, rights of way or other restrictions on the use of Property, none of which 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) Liens securing judgments for the payment of all money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 6.01(j); (i) Purchase Money Liens securing Debt permitted under Section 5.30(e), provided that (i) such Liens do not at any time encumber any property other than property financed by such Debt, (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof; (j) Licenses, sublicenses, leases or subleases of: (i) Property not interfering in any material respect with the business of the Borrower or any part of its Subsidiaries; and (ii) Owner-Operator Revenue Equipment the aggregate net book value of which shall not at any time exceed $5,000,000.00; (k) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement; (l) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 5.12; (m) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; (n) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (o) Liens of sellers of goods to the Borrower and any of its Subsidiaries arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price thereof for such goods and related expenses; (p) Liens consisting of mortgages or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition deeds of such property or shares or Debt for the purpose of financing all or any part trust on Property and fixtures of the purchase price thereofBorrower and any of its Subsidiaries that secure Debt permitted by Section 5.30(g), and Liens incurred in connection with Sale/Leaseback Transactions to the extent permitted by Section 5.30(g); (q) Liens securing Collateral Refinancing Debt permitted under Section 5.30(f), provided that such Liens do not at any time encumber any property other than property financed by such Collateral Refinancing Debt; (r) Liens arising in the ordinary course of business that are subject to a Lien waiver in form acceptable to the Administrative Agent in its sole discretion; and (es) Liens securing any extensionrenewal, renewal extension or replacement (or successive extensions, renewals or replacementsrefinancing of Debt permitted under Section 5.30(b), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (de), inclusive; provided(f) or (g). Notwithstanding anything contained in this Section 5.13 to the contrary, howeverno Loan Party or any Subsidiary of a Loan Party will create, that such extension, renewal assume or replacement Pledge shall be limited suffer to all or a part exist any Lien on the Collateral except the Liens in favor of the same property, shares of stock or Debt that secured Secured Parties under the Pledge extended, renewed or replaced (plus improvements on such property)Collateral Documents and the Permitted Encumbrances.

Negative Pledge. The Company will not itselfSo long as any Note remains outstanding (as defined in the Trust Deed) the Issuer will, and will not permit procure that each of its Distribution Subsidiaries (as defined below) will, ensure that no Relevant Indebtedness (as defined below) of the Issuer or any Manufacturing Distribution Subsidiary or of any other person and no guarantee by the Issuer or any Distribution Subsidiary of any Relevant Indebtedness of any person will be scented by a mortgage, charge, hen, pledge or other security interest (each a "Security Interest") upon, or with respect to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company present or future business, undertaking assets or revenues (including any uncalled capital) of the Issuer or any Manufacturing SubsidiaryDistribution Subsidiary unless the Issuer, before or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that at the Obligations (together with, if same time as the Company shall so determine, any other Debt creation of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally Security Interest, take any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that: (a) Pledges all amounts payable by the Issuer under the Notes, the Coupons and the Trust Iced are secured equally and rateably with the Relevant Indebtedness or guarantee, as the case may be, by the same Security Interest, in. each case to the satisfaction of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary;Trustee; or (b) Pledges such outer Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in favor respect of all amounts payable by the Issuer under the Notes, the Coupons and the Trust Deed either (i) as the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Company Noteholders or any Manufacturing Subsidiary; (cii) Pledges as shall be approved by an Extraordinary Resolution (as defined in favor the Trust Deed) of any governmental body to secure progressthe Noteholders, advance or other payments pursuant save that the above restriction shall not apply to any contract Security Interest (1) provided by or provision in respect of any statute; a company becoming a Distribution Subsidiary after the issue date of the Notes and where such Security Interest existed at the time that company becomes a Distribution Subsidiary (d) Pledges provided that such Security Interest was not created in contemplation of property, shares of stock or Debt existing that company becoming a Distribution Subsidiary and the principal amount secured at the time of acquisition thereof (including acquisition through merger or consolidationthat company becoming a Distribution Subsidiary is not subsequently ink) or to secure the payment (2) created or outstanding in respect of all any Non-recourse Indebtedness (as defined in Condition 9) or any part leasing or hire purchase agreement of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all Issuer or any part Distribution Subsidiary provided that the aggregate outstanding principal amount secured by all such Security Interests created or outstanding under this exception (2) shall not at any time exceed the greater of £75,000,000 or 10 per cent. of the purchase price thereof; and Regulatory Asset Base (eas defined below) any extension, renewal or replacement at such time (or successive extensions, renewals the equivalent thereof in any other currency or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such propertycurrencies).

Negative Pledge. The Company Borrower will not itselfnot, and nor will not the Borrower permit any Manufacturing Subsidiary to, incurcreate, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed EXCEPT: (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together withi) those Liens, if the Company shall so determineany, any other described on SCHEDULE 5.8, concerning existing Debt of the Company Borrower, to be set forth and described more particularly therein, together with any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any such Lien, PROVIDED that such Debt is not secured by any additional assets, and the amount of such Manufacturing Subsidiary then existing Debt secured by any such Lien is not increased; (ii) Liens incidental to the conduct of its business or thereafter created ranking equally with the Obligationsownership of its Properties which (A) shall be secured equally do not secure Debt and ratably with (or prior toB) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, do not in the aggregate materially detract from the value of its Properties or materially impair the use thereof or the operation of its business, including, without limitation, easements, rights of way, restrictive covenants, zoning and other similar restrictions on real property; (iii) materialmen's, mechanics', warehousemen's, carriers', landlords' and other similar statutory Liens which secure Debt or other obligations that are not past due, or, if past due are being contested in good faith by the Borrower or the appropriate Subsidiary by appropriate proceedings; (iv) Liens for taxes not delinquent or taxes being contested in good faith and by appropriate proceedings; (v) pledges or deposits in connection with worker's compensation, unemployment insurance and other social security legislation; (vi) deposits to secure performance of bids, trade contracts, leases, statutory obligations (to the extent not excepted elsewhere herein); (vii) grants of security and rights of setoff in deposit accounts, securities and other properties held at banks or financial institutions to secure the payment or reimbursement under overdraft, letter of credit, acceptance and other credit facilities; (viii) rights of setoff, banker's liens and other similar rights arising solely by operation of law; (ix) Purchase Money Liens, PROVIDED that the total amount of all such secured Debt, when aggregated with any Debt so secured plus all Attributable Debt described in clause (x) below then outstanding, does not exceed, at any time, in aggregate amount, fifteen percent (15%) of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Tangible Net Tangible Automotive AssetsWorth; provided, however, that this Section 7.5 shall not apply to Debt secured by: (ax) Pledges of property of, or Liens on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company Properties acquired by Borrower or any Manufacturing Subsidiary; Subsidiary subsequent to the Closing Date, to the extent that (cA) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt such Liens are existing at the time of acquisition, (B) the Debt secured thereby is not secured by any other Properties of Borrower or such Subsidiary except the acquired Properties, (C) the amount of such Debt so secured thereby is not increased at or subsequent to the acquisition thereof and (including acquisition through merger or consolidationD) or to secure the payment total amount of all or such Debt secured by all such acquired Properties, when aggregated with all Purchase Money Debt then outstanding, does not exceed at any part time, in aggregate amount, fifteen percent (15%) of Tangible Net Worth; together with any Lien arising out of the purchase price thereof or to secure any Debt incurred prior torefinancing, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, refunding of any Pledge referred to Debt secured by any such Lien, PROVIDED that such Debt is not secured by any additional assets, and the amount of such Debt secured by any such Lien is not increased; (xi) capital leases made in the foregoing clauses ordinary course of business (a) to (d), inclusive; providedbut excluding, however, that sale-leaseback transactions in any event) in which there is no provision for title to the leased Property to pass to the Borrower or such extension, renewal or replacement Pledge shall be limited to all or a part Subsidiary at the expiration of the same property, shares lease term or as to which no bargain purchase option exists; and (xii) rights of stock lessors in respect of Properties leased to the Borrower or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)its Subsidiaries under operating leases.

Negative Pledge. The Company Borrower will not itself, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company Borrower or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Note A Obligations and the Note B Obligations (together with, if the Company Borrower shall so determine, any other Debt of the Company Borrower or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Note A Obligations and the Note B Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company Borrower and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 9.8 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company Borrower or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses paragraphs (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).

Negative Pledge. The Company will not itselfIf the Borrower or any Subsidiary shall mortgage, and will not permit pledge, encumber or subject to a lien (hereinafter to “Mortgage” or a “Mortgage”) as security for any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist indebtedness for money borrowed (including any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notesinstruments) any Specified Oil and Gas Property, bonds, debentures the Borrower will secure or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of will cause such Subsidiary to secure the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured Borrower’s obligations hereunder equally and ratably with (or prior to) such all indebtedness secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, by the aggregate amount of all such secured Debt so secured plus all Attributable Debt Mortgage then being given and with any other indebtedness of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive AssetsBorrower or such Subsidiary then entitled thereto; provided, however, that this Section 7.5 covenant shall not apply to Debt secured byin the case of: (a) Pledges of any Mortgage existing on the Effective Date (whether or not such Mortgage includes an after-acquired property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryprovision); (b) Pledges any Mortgage, including a purchase money Mortgage, incurred in connection with the acquisition of any property (for purposes hereof, the creation of any Mortgage within 180 days after the acquisition or completion of construction of such property shall be deemed to be incurred in connection with the acquisition of such property), the assumption of any Mortgage previously existing on any acquired property or any Mortgage existing on the property of any Person when such Person becomes a Subsidiary of the Borrower; [[5952619]] (c) any Mortgage on such property in favor of the Company United States of America, any State thereof or any Manufacturing Subsidiary; (c) Pledges in favor agency, department, political subdivision or other instrumentality of any governmental body either, to secure progresspartial, progress or advance payments to the Borrower or other payments any Subsidiary pursuant to the provisions of any contract or provision of any statute; (d) Pledges any Mortgage on such property in favor of propertythe United States of America, shares any State thereof or any agency, department, political subdivision or other instrumentality of stock either, to secure borrowings by the Borrower or Debt existing at any Subsidiary for the purchase or construction of the property mortgaged; (e) any Mortgage in connection with a sale or other transfer of (i) oil or gas in place for a period of time or in an amount such that the purchaser will realize therefrom a specified amount of acquisition thereof money or specified amount of minerals or (including acquisition through merger ii) any interest in property of the character commonly referred to as an “oil payment” or consolidation“production payment”; (f) any Mortgage on any property arising in connection with or to secure the payment of all or any part of the purchase price thereof cost of the repair, construction, improvement, alteration, exploration, development or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition drilling of such property or shares any portion thereof; (g) any Mortgage on any pipeline, gathering system, pumping or Debt compressor station, pipeline storage facility, other pipeline facility, drilling equipment, drilling platform, drilling barge, any movable railway, marine or automotive equipment, gas plant, office building, storage tank, or warehouse facility, any of which is located on a Specified Oil and Gas Property; (h) any Mortgage on any equipment or other personal property used in connection with a Specified Oil and Gas Property; (i) any Mortgage on a Specified Oil and Gas Property arising in connection with the sale of accounts receivable resulting from the sale of oil or gas at the wellhead; or (j) any renewal of or substitution for any Mortgage permitted under the purpose preceding clauses. Notwithstanding the foregoing restriction contained in this Section 5.03, the Borrower may, and may permit its Subsidiaries to, incur or grant Mortgages on Specified Oil and Gas Properties as security for any indebtedness for money borrowed (including any notes, bonds, debentures or similar instruments) so long as the sum, without duplication, of financing all or any part (i) the aggregate outstanding principal amount of indebtedness for money borrowed secured by such Mortgages, (ii) the aggregate amount of the purchase price thereof; and Attributable Debt in respect of all sale and leaseback transactions entered into in reliance on the exception provided in Section 5.04(c) and (eiii) any extension, renewal or replacement (or successive extensions, renewals or replacementsthe aggregate principal amount of Indebtedness of Subsidiaries of the Borrower outstanding in reliance on Section 5.06(j), as a whole does not at the time such Mortgage is incurred or in part, granted exceed 15% of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).Consolidated Net Tangible Assets. [[5952619]]

Negative Pledge. The Company Borrower will not itself, and will not permit any Manufacturing Subsidiary to, to incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”” in this Section 9.05 (Negative Pledge)), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company Borrower or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”” in this Section 9.05 (Negative Pledge)), without effectively providing that the Note Obligations (together with, if the Company Borrower shall so determine, any other Debt of the Company Borrower or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the ObligationsObligations (as defined in the Existing Credit Agreement as of the Execution Date)) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company Borrower and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed five percent (5% %) of the Consolidated Net Tangible Automotive Company Excluding FMCC Assets; provided, however, that this Section 7.5 9.05 (Negative Pledge) shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company Borrower or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 sixty (60) days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property).

Negative Pledge. The following covenant applies to Securities of any series that are designated as senior unsecured debt Securities: (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur any Lien on any shares of stock, issue, assume, guarantee or suffer to exist any notes, bonds, debentures indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Restricted Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Restricted Subsidiary or Debt Principal Property are owned at the date of any Manufacturing Subsidiary (such mortgagesthis Indenture or hereafter acquired, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determine, any other Debt of secures or causes such Restricted Subsidiary to secure the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured outstanding Securities equally and ratably with (or prior to) all indebtedness secured by such secured DebtLien, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; providedPROVIDED, however, that this Section 7.5 covenant shall not apply to Debt secured by: in the case of: (ai) Pledges the creation of property of, or any Lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any Lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary; Subsidiary or any Principal Property subject to any Lien without the assumption thereof; (bii) Pledges any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary; ; (civ) Pledges any Lien on any Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any Lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in favor connection with the issuance of tax-exempt governmental obligations (including, without limitation, industrial revenue bonds and similar financings); (vi) any mechanics', materialmen's, carriers' or other similar Liens arising in the ordinary course of business with respect to obligations which are not yet due or that are being contested in good faith, (vii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property for taxes, assessments or governmental charges or levies not yet delinquent, or already delinquent but the validity of which is being contested in good faith, (viii) any Lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property arising in connection with legal proceedings being contested in good faith, including any judgment Lien so long as execution thereon is stayed, (ix) any landlord's Lien on fixtures located on premises leased by the Company or a Restricted Subsidiary in the ordinary course of business, and tenants' rights under leases, easements and similar Liens not materially impairing the use or value of the property involved, (x) any Lien arising by reason of deposits necessary to qualify the Company or any Restricted Subsidiary to conduct business, maintain self-insurance, or obtain the benefit of, or comply with, any law, (xi) Liens resulting from the deposit of funds or evidences of indebtedness in trust for the purpose of defeasing indebtedness of the Company or of any governmental body of its Subsidiaries, and (xii) Liens existing on property or indebtedness of, or an equity interest in, any corporation, partnership or any other entity at the time such corporation, partnership or other entity becomes a Restricted Subsidiary; (xiii) Liens on the stock, partnership or other equity interest of the Company or any Subsidiary in any Joint Venture or any Subsidiary which owns an equity interest in such Joint Venture, to secure progressDebt, advance provided the amount of such Debt is contributed and/or advanced solely to such Joint Venture; and (xiv) any renewal of or other payments pursuant to substitution for any contract Lien permitted by any of the preceding clauses (i) through (xiii), provided, in the case of a Lien permitted under clause (i), (ii) or provision (iv), the principal amount of any statute; indebtedness secured thereby does not exceed (dx) Pledges the greater of property, shares of stock or Debt existing (i) the principal amount secured thereby at the time of acquisition thereof such renewal or substitution, and (including acquisition through merger ii) 80% of the fair market value (in the opinion of the Company's Board of Directors) of the properties subject to such renewal or consolidationsubstitution plus (y) any costs incurred in connection with such renewal or to secure substitution. (b) Notwithstanding the payment provisions of all paragraph (a) of this Section, the Company or any part Restricted Subsidiary may create or assume Liens in addition to those permitted by paragraph (a) of the purchase price thereof this Section, and renew, extend or to secure any Debt incurred prior toreplace such liens, PROVIDED that at the time ofof such creation, assumption, renewal, extension or replacement, and after giving effect thereto, Exempted Debt does not exceed the greater of (x) $50 million, or within 60 days after, the acquisition (y) 15% of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Tangible Assets.

Negative Pledge. The Company No Loan Party nor any Subsidiary of a Loan Party will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien on any asset now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges Liens existing on the date of property ofthis Agreement encumbering assets securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $210,000,000, or all of which are set forth on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing SubsidiarySchedule 5.11; (b) Pledges Liens on Inventory (i) in favor of IBM Credit Corporation (and its successors and assigns) which are subject to the Company IBM Intercreditor Agreement and (ii) in favor of Textron Financial Corporation (and its successors or any Manufacturing Subsidiaryassigns) which are subject to the Textron Intercreditor Agreement; (c) Pledges Liens for taxes, assessments or similar charges, incurred in favor the ordinary course of any governmental body to secure progress, advance business that are not yet due and payable or other payments pursuant to any contract or provision of any statutethat are being contested in good faith and with due diligence by appropriate proceedings; (d) Pledges of property, shares of stock any Lien on any equipment or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any real property securing Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt assumed for the purpose of financing all or any part of the purchase price cost of acquiring such equipment or real property and permitted under Section 5.29(i), provided that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (e) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs; (f) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that are not yet due and payable; (g) good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of twenty percent (20%) of the aggregate amount due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business; (h) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing 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 except to the extent permitted by Section 5.29(h) or (i); (i) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impairs the use of such property by the Company in the operation of its business, and none of which is violated in any material respect by existing or proposed restrictions on land use; (j) any Lien on Margin Stock; (k) a Lien encumbering the inventory and accounts receivable of Netpoint securing the indebtedness of Netpoint under a line of credit to be used for working capital purposes by Netpoint in a maximum principal amount not exceeding $1,000,000 at any time; (l) a Lien on an account receivable that arises by operation of law and secures a performance bond obtained in the ordinary course of business relating to the services performed or goods supplied that gave rise to such account receivable provided that: (1) such Lien is limited to the account receivable arising from the services performed or goods supplied that are the subject of such performance bond; and (2) the Administrative Agent is provided written notice of such performance bond and corresponding account receivable; (m) Liens securing the IR Bank and BB&T that are subject to the Intercreditor Agreement; (n) Liens securing the Administrative Agent and the Banks created or arising under the Loan Documents; and (eo) any extension, renewal Other Liens on assets of the Company or replacement (or successive extensions, renewals or replacements), as a whole or its Subsidiaries to the extent not otherwise included in part, of any Pledge referred to in the foregoing clauses paragraphs (a) through (n) of this Section securing Debt and other liabilities in an aggregate amount not to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)exceed $5,000,000 at any time outstanding.

Negative Pledge. The Company Borrower will not itself, pledge or otherwise subject to any lien any property or assets of the Borrower unless the Loans and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences the Obligations of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), the Borrower under this Agreement are secured by pledge of, or mortgage or such lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such all other obligations secured Debt, thereby so long as such secured Debt other obligations shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall such covenant will not apply to Debt secured byliens securing obligations which do not in the aggregate at any one time outstanding exceed 5% of Consolidated Net Tangible Assets (as defined below) of the Borrower and its Consolidated Subsidiaries and also will not apply to: (a) Pledges the pledge of property ofany assets of the Borrower to secure any financing by the Borrower of the exporting of goods to or between, or on any shares the marketing thereof in, jurisdictions other than the United States and Puerto Rico in connection with which the Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables, for the purpose of stock securing banking accommodations or as the basis for the issuance of bankers' acceptances or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryin aid of other similar borrowing arrangements; (b) Pledges in favor the pledge of receivables of the Company or any Manufacturing SubsidiaryBorrower payable in currencies other than United States dollars to secure borrowings in jurisdictions other than the United States and Puerto Rico; (c) Pledges any deposit of assets of the Borrower with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal by the Borrower from any judgment or decree against it, or in connection with other proceedings in actions at law or in equity by or against the Borrower or in favor of any governmental body Governmental Authority to secure progress, advance or other payments in the ordinary course of the Borrower's business; (d) any lien or charge on any property of the Borrower, tangible or intangible, real or personal, existing at the time of acquisition or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any indebtedness incurred prior to, at the time of, or within one year after, the acquisition or completion of construction thereof for the purpose of financing all or any part of the purchase or construction price thereof; (e) any lien in favor of the United States, any State thereof, the District of Columbia, or Puerto Rico or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (df) Pledges any lien securing the performance of propertyany contract or undertaking not directly or indirectly in connection with the borrowing of money, shares obtaining of stock advances or Debt existing at credit or the time securing of acquisition thereof debt, if made and continuing in the ordinary course of business; (including acquisition through merger or consolidationg) or any lien to secure nonrecourse obligations in connection with the payment of all Borrower's engaging in leveraged or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofsingle-investor lease transactions; and (eh) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a in whole or in part, of any Pledge lien, charge or pledge referred to in the foregoing clauses (a) to (dg), inclusive, of this Section 6.5; provided, however, that the amount of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that property which secured the Pledge charge or lien so extended, renewed or replaced (plus improvements on such property).

Negative Pledge. The Company will not itselfnot, and will not permit any Manufacturing Subsidiary to, incurcause or permit, issueor agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), assumeany of their respective Properties, guarantee whether now owned or suffer hereafter acquired, at any time to exist any notesbe subject to a Lien except: (i) Liens for taxes, bonds, debentures assessments or other similar evidences governmental charges that are not yet due and payable; (ii) Liens incurred or deposits made in the ordinary course of indebtedness for money borrowed business in respect of statutory obligations or claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that the obligations secured by such Liens shall not be in default and the title of the Company or the Subsidiary, as the case may be, to, and its right to use, the Property subject to such Lien, is not materially adversely affected thereby; (notesiii) Liens incurred or deposits made in the ordinary course of business, (A) in connection with workers' compensation, unemployment insurance, social security and other like laws (other than any Lien imposed by ERISA); (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases (other than Capital Leases), surety and performance bonds (of a type other than set forth in clause (iv) of this Section 10.6(a)) and other ordinary course obligations not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of Property, and (iv) Liens, arising in connection with court proceedings, (A) in the nature of attachments, remedies and judgments, provided that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings, and (B) securing appeal bonds, debentures or supersedeas bonds and other similar evidences Liens arising in connection with court proceedings (including, without limitation, surety bonds and letters of indebtedness credit) or any other instrument serving a similar purpose, provided that each judgment secured by a Lien described in this clause (iv) is, within 60 days after entry thereof, discharged or the enforcement thereof is stayed pending appeal, or is discharged within 60 days after the expiration of such stay; (v) reservations, exceptions, encroachments, easements, rig hts-of-way, covenants, conditions, restrictions and other similar title exceptions or encumbrances affecting real Property, provided they do not in the aggregate materially detract from the value of such real Property or materially interfere with their use in the ordinary conduct of the owning Person's business; (vi) Liens on Property of the Company or a Subsidiary, provided that such Liens secure only obligations owing to the Company or any other Subsidiary; (vii) Liens outstanding on the Closing Date and listed in Schedule 10.6(a); (viii) any Lien on Property that is acquired or constructed by the Company or any Subsidiary after the Closing Date that secures Indebtedness incurred by the owner of such Property to pay for money borrowed all or a portion of the related purchase price or construction costs of such Property or any improvement thereon, provided that (A) such Lien shall not extend to or cover any Property other than Property or any improvement thereon acquired or constructed after the Closing Date with the proceeds of the Indebtedness secured thereby (and shall not secure Indebtedness other than such Indebtedness) and, if required by the terms of the instrument originally creating such Lien, other Property that is an improvement to or is acquired for specific use in connection with such acquired Property; (B) such Lien shall secure Indebtedness in an amount not exceeding 100% of the lesser of (1) the cost of acquisition or construction of the Property to which such Indebtedness relates and (2) the Fair Market Value of the Property to which such Indebtedness relates, determined, in each case, at the time of the incurrence of such Indebtedness; and (C) such Lien shall be created contemporaneously with, or within 180 days after, the acquisition or substantial completion of such Property; (ix) any Lien existing on Property of a Person immediately prior to its being herein called “Debt”consolidated with or merged into the Company or a Subsidiary or its becoming a Subsidiary, or any Lien existing on any Property acquired by the Company or any Subsidiary at the time such Property is so acquired (whether or not the Indebtedness secured thereby shall have been assumed), provided that (A) no such Lien shall have been created or assumed in contemplation of such consolidation or merger or such Person's becoming a Subsidiary or such acquisition of Property; and (B) each such Lien shall extend solely to the item or items of Property so acquired and, if required by the terms of the instrument originally creating such Lien, other Property that is an improvement to or is acquired for specific use in connection with such acquired Property; (x) Liens securing renewals, extensions (as to time) and refinancing of Indebtedness secured by pledge ofLiens permitted by clause (vii), clause (viii) or mortgage clause (ix) of this Section 10.6(a), provided that (A) the amount of Indebtedness secured by each such Lien is not increased in excess of the amount of Indebtedness outstanding on the date of such renewal, extension or lien onrefinancing, and the maturity of such Indebtedness is not shortened; (B) none of such Liens is extended to include any Principal Domestic Manufacturing additional Property of the Company or any Manufacturing Subsidiary; and (C) immediately after such renewal, extension or any shares refunding, no Default or Event of stock Default would exist; and (xi) Liens securing Indebtedness other than those Liens permitted by clause (i) through clause (x) of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”this Section 10.6(a), without effectively providing that the Obligations (together withprovided that, if the Company shall so determineimmediately after, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, immediately after giving effect theretoto, the incurrence of any Indebtedness secured by any such Lien, the sum of (A) the aggregate amount of all Indebtedness secured by such secured Debt so secured plus Liens plus (B) the aggregate amount of all Attributable Debt Indebtedness outstanding pursuant to Section 10.2(d), would not exceed 25% of Consolidated Operating Cash Flow for the period of four consecutive fiscal quarters of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)then most recently ended.

Negative Pledge. The Company Such Borrower will not itselfnot, and nor will not it permit any Manufacturing Subsidiary to, contract, create, incur, issue, assume, guarantee assume or suffer permit to exist any notesLien on any of its respective property or assets of any kind (whether real or personal, bonds, debentures tangible or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”intangible), secured by pledge ofwhether now owned or hereafter acquired, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges Liens existing on the date hereof and securing indebtedness outstanding on the date hereof, each of which is set forth on Schedule 7.1; (b) Liens securing inter-company indebtedness owed to members of the Consolidated Group other than Liens securing inter-company indebtedness owed by a Borrower; (c) Liens on property of, or on and assets of any shares of stock of or Debt of, any corporation Person existing at the time such corporation Person becomes a Manufacturing Subsidiary; (b) Pledges in favor member of the Company or any Manufacturing Subsidiary; (c) Pledges Consolidated Group and not created in favor of any governmental body to secure progresscontemplation thereof, advance or other payments pursuant and provided that such Lien shall not extend to any contract or provision other property of any statutemembers of the Consolidated Group; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such Liens on property or shares assets securing indebtedness incurred or Debt assumed for the purpose of financing all or any part of the costs of acquiring, improving or constructing such property or assets; provided that (i) with respect to real property (and personal property constituting a part of a project which is the subject of an industrial revenue bond, private activity bond, solid waste disposal bond or similar financing), such Lien attaches concurrently with or within eighteen (18) months after the date of acquisition, completion, construction or improvement (including without limitation liens in connection with industrial revenue bonds, private activity bonds, solid waste disposal bonds or other similar financing activity), (ii) with respect to personal property (other than the personal property referenced in clause (i) hereof), such Lien attaches concurrently with or within six (6) months after the date of acquisition, and (iii) such Lien shall extend only to the property or asset to be acquired or improved with such financing; (e) Liens on property and assets prior to the acquisition thereof and not created in contemplation thereof, provided that such Lien shall not extend to any other property of members of the Consolidated Group; (f) Liens arising out of the refinancing, extension, renewal or refunding of any indebtedness secured by a Lien permitted by any of the foregoing clauses of this Section, provided that (i) such indebtedness is not secured by any additional property or assets, and (ii) the amount of such indebtedness secured by such Lien is not increased; (g) Liens incidental to the conduct of their business or the ownership of their assets that arise out of transactions involving the sale or purchase price thereofof goods or services on a consignment basis and that do not (i) secure Funded Debt or (ii) in the aggregate materially detract from the value of the assets or materially impair the use thereof in the operation of business; (h) Liens imposed by law, such as Liens of carriers, warehousemen, mechanics, materialmen, repairmen and landlords, and other similar Liens incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (i) Liens incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure the performance of letters of credit, bids, tenders, statutory obligations, surety and appeal bonds, leases, government contracts and other similar obligations (other than obligations for borrowed money) entered into in the ordinary course of business; (j) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (k) Liens on accounts and receivables established or arising in connection with a securitization of such accounts or accounts receivable or a secured borrowing of money that requires the pledge of or a security interest in such accounts and receivables, provided that (i) such Lien encumbers only the accounts and receivables which are the subject of the securitization, and (ii) in the case of a secured borrowing of money any such Lien shall at all times be confined solely to such accounts and receivables that are required to secure such borrowing; and (el) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in Liens not otherwise permitted by the foregoing clauses of this Section securing Funded Debt (aother than the loans and obligations owing hereunder) in an aggregate principal amount at any time outstanding not to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)exceed $150,000,000.

Negative Pledge. The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur or assume any mortgage, issuehypothec, assumecharge, guarantee or suffer to exist any notespledge, bonds, debentures lien or other similar evidences of security interest (each a "mortgage"), securing any indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”"Indebtedness"), secured by pledge ofof or upon any Principal Property, or mortgage on shares of stock or lien onindebtedness of any Restricted Subsidiary, any Principal Domestic Manufacturing Property of now owned or hereafter acquired by the Company or any Manufacturing a Restricted Subsidiary, without making effective provision, and the Company covenants that in any such case it will make or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgagescause to be made effective provision, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that whereby the Obligations Outstanding Securities (together with, if and to the extent the Company shall so determine, any other Debt of the Company indebtedness or of such Manufacturing Subsidiary other obligations then existing or thereafter created ranking equally with the Obligationscreated) shall be secured by such mortgage equally and ratably with (or prior to) such any and all indebtedness and obligations secured Debtor to be secured thereby, so long as such secured Debt Indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing covenants shall not prevent, restrict or apply to Debt secured byany of the following: (a) Pledges of property ofany mortgage on property, or on any shares of stock or indebtedness of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Restricted Subsidiary; (b) Pledges in favor any mortgage on any Principal Property existing at the time of acquisition of such Principal Property by the Company or a Restricted Subsidiary, whether or not assumed by the Company or such Restricted Subsidiary; provided, however, that no such mortgage shall extend to any other Principal Property of the Company or any Manufacturing Restricted Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to mortgage on any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof Principal Property (including acquisition through merger any improvements on an existing Principal Property) hereafter acquired or consolidation) constructed by the Company or any Restricted Subsidiary to secure the payment of all or any part of the purchase price thereof or cost of construction of such Principal Property (or to secure any Debt indebtedness incurred prior to, at by the time of, Company or within 60 days after, the acquisition of such property or shares or Debt a Restricted Subsidiary for the purpose of financing all or any part of the purchase price thereof; and (ethereof or cost of construction thereof or of improvements thereon) any extensioncreated prior to, renewal at the time of or replacement (within 90 days after the later of the acquisition, completion of construction, or successive extensions, renewals or replacements), as a whole or in part, commencement of any Pledge referred to in the foregoing clauses (a) to (d), inclusivefull operation of such Principal Property; provided, however, that no such extensionmortgage shall extend to any other Principal Property of the Company or a Restricted Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the Principal Property so constructed, or the improvement, is located; (d) any mortgage on any Principal Property of any Restricted Subsidiary to secure Indebtedness owing by it to the Company or to a Restricted Subsidiary; (e) any mortgage on any Principal Property of the Company or any Restricted Subsidiary in favour of (i) Canada or any Province or Territory thereof, or any political subdivision, department, agency or instrumentality of any of them; or (ii) the United States of America or any State thereof, or any political subdivision, department, agency or instrumentality of any of them, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) any mortgage on any Principal Property of the Company or any Restricted Subsidiary existing on the date of this Indenture; (g) any mortgage on any Principal Property of the Company or any Restricted Subsidiary created for the sole purpose of renewing or refunding any mortgage, referred to in Section 1007(a) through (f), inclusive, above; provided, however, that the Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such renewal or replacement Pledge refunding, and that such renewal or refunding mortgage shall be limited to all or a any part of the same property, shares of stock or Debt that property and improvements thereon which secured the Pledge extended, mortgage renewed or replaced refunded; or (plus improvements h) any mortgage on any Principal Property created, incurred or assumed to secure Indebtedness of the Company or any Restricted Subsidiary, which would otherwise be subject to the foregoing restrictions of this Section 1007, in an aggregate amount which, together with the aggregate principal amount of other Indebtedness secured by mortgages on Principal Properties then outstanding (excluding any such propertyIndebtedness secured by mortgages covered in Section 1007 (a) through (g), inclusive, above) and the Attributable Debt in respect of all Sale and Leaseback Transactions entered into after the date of this Indenture (not including Attributable Debt with respect to any such Sale and Leaseback Transactions the proceeds of which have been or will be applied in accordance with Section 1008(b)), would not at the time exceed 5% of Consolidated Net Tangible Assets. For purposes of this Section 1007, the following shall not be deemed to be mortgages securing Indebtedness and, accordingly, nothing contained in this section shall prevent, restrict or apply to (i) any acquisition by the Company or any Restricted Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in nickel, copper, cobalt, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; (ii) any conveyance or assignment under the terms of which the Company or any Restricted Subsidiary conveys or assigns to any Person or Persons an interest in nickel, copper, cobalt, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; or (iii) any mortgage upon any property or assets owned or leased by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing or conducting operations for the recovery, storage, transportation or sale of the mineral resources of the said property (or property with which it is unitized) the payment to such Person or Persons of the Company's or the Restricted Subsidiary's proportionate part of such development or operating expense.

Negative Pledge. The So long as any of the Bonds remain outstanding, the Company will not itselfensure that no Relevant Indebtedness of the Company or of any PES Subsidiary or of any other person and no guarantee by the Company or any PES Subsidiary of any Relevant Indebtedness of any other person will be secured by a Security Interest upon, and will not permit any Manufacturing Subsidiary or with respect to, incurany of the present or future business, issueundertaking, assume, guarantee assets or suffer to exist revenues (including any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property uncalled capital) of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing PES Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if unless the Company shall so determineshall, any other Debt before or at the same time as the creation of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally Security Interest, take any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that: (a) Pledges all amounts payable by it under the Bonds, the Coupons and the Trust Deed are secured equally and rateably with the Relevant Indebtedness or guarantee of property ofRelevant indebtedness, or on any shares of stock of or Debt ofas the case may be, any corporation existing at the time by such corporation becomes a Manufacturing Subsidiary;Security Interest; or (b) Pledges such other Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in favor respect of all amounts payable by the Company under the Bonds, the Coupons and the Trust Deed either (i) as the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or (ii) as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders. save that the Company or any Manufacturing Subsidiary; (c) Pledges PES Subsidiary may create, assume or have outstanding a Security Interest in favor respect of any governmental body Relevant Indebtedness and/or any guarantees given by the Company or any PES Subsidiary in respect of any Relevant Indebtedness of any person (without the obligation to secure progress, advance provide a Security Interest or guarantee or other payments pursuant to arrangement in respect of all amounts payable by the Company under the Bonds, the Coupons and the Trust Deed as aforesaid) where (1) such Relevant Indebtedness has an initial maturity falling not earlier than 31st December 2022 and is of a maximum aggregate amount outstanding at any contract or provision time not exceeding the greater of any statute; (dpound)200,000,000 and 20 per cent, of the Capital and Reserves, (2) Pledges such Security Interest existed in respect of property, shares a company that becomes a PES Subsidiary of stock or Debt existing the Company after 11th December 1997 (provided that such Security Interest was not created in contemplation of such company becoming a PES Subsidiary and the principal amount secured at the time of acquisition thereof such company becoming a PES Subsidiary is not subsequently increased), (including acquisition through merger or consolidation3) or to secure such Security Interest existed on the payment date of all or any part original issue of the purchase price thereof Bonds or (4) with respect to secure any Debt incurred prior toSecurity Interests described in (2) and (3), at the time ofsuch Security Interests are extended, renewed or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement replaced (or successive extensions, renewals or replacements)replacements for such Security Interests are themselves extended, as a whole renewed or in part, of any Pledge referred to in the foregoing clauses (areplaced) to (d)secure Relevant Indebtedness in an aggregate principal amount which does not exceed the aggregate principal amount of the Relevant Indebtedness secured by the Security Interest so extended, inclusive; providedrenewed or replaced, however, provided that such extension, renewal or replacement Pledge shall be Security Interest is limited to all or a part of the same property, shares of stock property or Debt that secured assets which were subject to the Pledge Security Interest so extended, renewed or replaced (plus improvements on replaced, as such property)property or assets may be improved from time to time.

Negative Pledge. (a) The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate, issue, assume, guarantee incur or suffer to exist any notesmortgage or pledge, bondsas security for any indebtedness, debentures on or of any shares of stock, indebtedness or other similar evidences obligations of indebtedness for money borrowed (notes, bonds, debentures a Subsidiary or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing a Restricted Subsidiary, or any whether such shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt Principal Property of the Company or a Restricted Subsidiary is owned at the date of this Indenture or hereafter acquired, unless the Company secures or causes such Manufacturing Restricted Subsidiary then existing or thereafter created ranking equally with to secure the Obligations) shall be secured outstanding Securities equally and ratably with (all indebtedness secured by such mortgage or prior to) such secured Debtpledge, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 covenant shall not apply to Debt secured by: in the case of: (ai) Pledges the creation of property ofany mortgage, pledge or other lien on any shares of stock stock, indebtedness or other obligations of a Subsidiary or Debt ofany Principal Property hereafter acquired (including acquisitions by way of merger or consolidation) by the Company or a Restricted Subsidiary contemporaneously with such acquisition, or within 180 days thereafter, to secure or provide for the payment or financing of any corporation part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property hereafter acquired existing at the time of such corporation becomes acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a Manufacturing Subsidiary; Subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof, provided that every such mortgage, pledge or lien referred to in this clause (bi) Pledges shall attach only to the shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property so acquired and fixed improvements thereon; (ii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property existing at the date of this Indenture; (iii) any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property in favor of the Company or any Manufacturing Restricted Subsidiary;; (iv) any mortgage, pledge or other lien on Principal Property being constructed or improved securing loans to finance such construction or improvements; (v) any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a Subsidiary or any Principal Property incurred in connection with the issuance of tax-exempt governmental obligations; and (vi) any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses (i) through (v), provided, in the case of a mortgage, pledge or other lien permitted under clause (i), (ii) or (iv), the indebtedness secured is not increased nor the lien extended to any additional shares of stock, indebtedness or other obligations of a Subsidiary or any additional Principal Property. (cb) Pledges Notwithstanding the provisions of paragraph (a) of this Section, the Company or any Restricted Subsidiary may create or assume liens in favor addition to those permitted by paragraph (a) of any governmental body to secure progressthis Section, advance and renew, extend or other payments pursuant to any contract or provision of any statute; (d) Pledges of propertyreplace such liens, shares of stock or Debt existing provided that at the time of acquisition thereof (including acquisition through merger such creation, assumption, renewal, extension or consolidation) or to secure the payment replacement, and after giving effect thereto, Exempted Debt does not exceed 10% of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Consolidated Net Tangible Assets.

Negative Pledge. The Company So long as any of the Bonds remains outstanding (as defined in the Trust Deed) each of the Issuer and the Guarantor will not itselfensure that no Relevant Indebtedness of the Issuer, the Guarantor or any PES Subsidiary or of any other person and no guarantee by the Issuer, the Guarantor or any PES Subsidiary of any Relevant Indebtedness of any other person will not permit any Manufacturing Subsidiary be secured by a mortgage, charge, lien, pledge or other security interest (each a "Security Interest") upon, or with respect to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company present or future business, undertaking, assets or revenues (including any uncalled capital) of the Issuer, the Guarantor or any Manufacturing SubsidiaryPES Subsidiary unless the Issuer or the Guarantor, as the case may be shall, before or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that at the Obligations (together with, if same time as the Company shall so determine, any other Debt creation of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally Security Interest, take any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that: (a) Pledges all amounts payable by the Issuer under the Bonds, the Coupons and the Trust Deed or, as the case may be. the obligations of property ofthe Guarantor under the guarantee referred to in Condition 2 are secured to the satisfaction of the Trustee equally and rateably with the Relevant Indebtedness or guarantee of Relevant Indebtedness, or on any shares of stock of or Debt ofas the case may be, any corporation existing at the time by such corporation becomes a Manufacturing Subsidiary;Security Interest; or (b) Pledges such other Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in favor respect of all amounts payable by the Issuer under the Bonds, the Coupons and the Trust Deed or, as the case may be, in respect of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part obligations of the purchase price thereof or to secure any Debt incurred prior to, at Guarantor under the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge guarantee referred to in Condition 2 either (i) as the foregoing clauses Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or (aii) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge as shall be limited to all or a part approved by an Extraordinary Resolution (as defined in the Trust Deed) of the same propertyBondholders, shares save that the Issuer, the Guarantor or any PES Subsidiary may create or have outstanding a Security Interest in respect of stock any of its Relevant Indebtedness and/or any guarantees given by the Issuer, the Guarantor or Debt that secured any PES Subsidiary in respect of any Relevant Indebtedness of any other person (without the Pledge extendedobligation to provide a Security Interest or guarantee or other arrangement in respect of the Bonds, renewed or replaced the Coupons and the Trust Deed or, as the case may be, the obligations of the Guarantor under the said guarantee as aforesaid) where such Relevant Indebtedness has an initial maturity falling not earlier than 31st December, 2005 and is of a maximum aggregate amount outstanding at any time not exceeding the greater of (plus improvements on such propertypound)20,000,000 and 20 per cent, of the Consolidated Tangible Net Worth (as defined below).. For the purposes of these Terms and Conditions:

Negative Pledge. The Company will not itselfnot, and nor will not it permit any Manufacturing Subsidiary to, incurcause or permit to exist, issue, assume, guarantee or suffer agree or consent to cause or permit to exist any notes, bonds, debentures in the future (upon the happening of a contingency or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”otherwise), secured any of its Property, whether now owned or hereafter acquired, to be subject to a Lien except: (i) ORDINARY COURSE BUSINESS LIENS -- (A) TAXES, ETC. -- Liens securing taxes, assessments or governmental charges or levies or, to the extent incurred in the ordinary course of business of the Company or such Subsidiary, the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons, provided that the payment thereof is not at the time required by pledge ofSection 7.1; (B) BUSINESS -- Liens incurred or deposits made in the ordinary course of business (I) in connection with workers' compensation, or mortgage or lien onunemployment insurance, social security, pension and other like laws, and (II) Liens (other than any Principal Domestic Manufacturing Lien imposed by ERISA) on Property of the Company or any Manufacturing Subsidiary, of the Subsidiaries incurred or any shares deposits made in the ordinary course of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt business of the Company or such Subsidiary, but not incurred in connection with Debt for borrowed money, the obtaining of advances or the payment of the deferred purchase price of Property, in connection with (x) workers' compensation, unemployment insurance, social security, pension or other types of social security or (y) securing the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, performance and return of money bonds and other similar obligations incurred in the ordinary course of business (other than any of the foregoing which is of a type described in Section 7.5(a)(ii)), or (z) deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; and (C) REAL ESTATE -- Liens in the nature of reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other similar title exceptions or encumbrances affecting real Property, including, without limitation, Permitted Encumbrances (as such term is defined in the Bank Loan Agreement in effect on the Closing Date), provided that such exceptions and encumbrances do not in the aggregate materially interfere with the use of such Manufacturing Subsidiary then existing Property in the ordinary conduct of the business of the Company and the Subsidiaries, taken as a whole; (ii) JUDICIAL LIENS -- Liens (A) arising from judicial attachments and judgments, (B) securing appeal bonds, supersedeas bonds, and (C) arising in connection with court proceedings (including, without limitation, surety bonds and letters of credit or thereafter created ranking equally any other instrument serving a similar purpose), provided, in the case of this Section 7.5(a)(ii), that such Liens do not constitute an Event of Default or the execution or other enforcement of such Liens is effectively stayed, the claims secured thereby are being actively contested in good faith and by appropriate proceedings and adequate book reserves have been maintained and exist with respect to such claims; (iii) SENIOR DEBT LIENS -- Liens securing (A) Acceptable Credit Facilities incurred pursuant to Section 7.4(b) and (B) Swaps incurred pursuant to Section 7.4(g) or Section 7.4(h); (iv) INTERGROUP LIENS -- Liens on Property of a Subsidiary, provided that such Liens secure only obligations owing to the ObligationsCompany or a Wholly-Owned Subsidiary; (v) shall be secured equally CLOSING DATE LIENS -- Liens in existence on the Closing Date securing Debt and ratably with described on PART 7.5 OF ANNEX 3; (or prior tovi) such secured DebtPURCHASE MONEY LIENS -- Purchase Money Liens, so long as such secured Debt shall be so secured, unlessif, after giving effect thereto, thereto and to any concurrent transactions the aggregate amount Debt secured by such Purchase Money Lien shall have been incurred within the limitations of all such secured Debt so secured plus all Attributable Debt of Section 7.4(d); (vii) ACQUIRED PROPERTY LIENS -- Liens existing on Acceptable Property acquired by the Company or a Subsidiary after the Closing Date and its Manufacturing Subsidiaries in respect Liens existing on Acceptable Property of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured by: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing a Person at the time such corporation Person becomes a Manufacturing Subsidiary;Subsidiary after the Closing Date, provided that such Lien (bA) Pledges was not placed on such Acceptable Property, and does not secure Debt created, incurred, issued or assumed, contemporaneously with or in favor any manner in contemplation of, the acquisition of such Acceptable Property or Person by the Company or such Subsidiary, and (B) does not extend to any other Property of the Company or any Manufacturing SubsidiarySubsidiary after such acquisition; (cviii) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal or replacement (or successive RENEWALS AND EXTENSIONS -- Liens constituting extensions, renewals or replacements), as a in whole or in part, of any Pledge referred Liens permitted pursuant to in the foregoing clauses (aiii) to through (dvii), inclusive; provided, however, provided that no such extension, renewal or replacement Pledge shall be limited Lien extends to all or a part any Property of the same property, shares of stock Company or Debt that secured any Subsidiary other than the Pledge Property subject to the Lien being extended, renewed or replaced replaced, and the aggregate amount of the obligations secured by such extension, renewal or replacement Lien does not exceed the amount then secured by the Lien being extended, renewed or replaced; (plus improvements ix) BASKET LIENS -- Liens securing Debt incurred in accordance with clause (f) or clause (j) of Section 7.4 so long as such Debt is not, in a liquidation of the assets of the Company, required to be paid contemporaneously with or after any payment on such property).the Subordinated Notes; (x) MISCELLANEOUS LIENS -- Liens created by licenses, leases or subleases granted to other Persons in the ordinary course of business not interfering in any material respect with the conduct of the business of the Company or any of the Subsidiaries; (xi) PRECAUTIONARY FILINGS -- Liens arising from precautionary informational UCC financing statement filings regarding operating leases entered into by the Company or any of the Subsidiaries in the ordinary course of business; or

Negative Pledge. The Neither the Issuer nor the Company will not itself, and will not permit create any Manufacturing Subsidiary to, incur, issue, assume, guarantee Lien on any of their property or suffer assets to exist secure any notes, bonds, debentures or other similar evidences of indebtedness for borrowed money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, without in any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without case effectively providing that the Obligations Notes, in the case of the Issuer, and the Guarantee Obligations, in the case of the Company (together with, if the Company Issuer or the Company, as applicable, shall so determine, any other Debt indebtedness of the Company Issuer or of such Manufacturing Subsidiary then existing the Company, as applicable, which is not subordinate to the Notes or thereafter created ranking equally with the Guarantee Obligations) , as applicable), shall be secured equally and ratably with (or prior to) such secured Debtindebtedness, so long as such secured Debt indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing restrictions shall not apply to Debt secured byto: (a) Pledges of property of, or Liens on any shares of stock of property or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiary; (b) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt assets existing at the time of acquisition thereof (including acquisition through merger or consolidation) to secure, or to secure securing, the payment of all or any part of the purchase price price, cost of improvement or construction cost thereof or to secure securing any Debt indebtedness incurred prior to, at the time of, of or within 60 180 days after, the acquisition of such property or shares assets or Debt the completion of any such improvement or construction, whichever is later, for the purpose of financing all or any part of the purchase price thereofprice, cost of improvement or construction cost thereof or to secure or securing the repayment of money borrowed to pay, in whole or in part, such purchase price, cost of improvement or construction cost or any vendor’s privilege or lien on such property securing all or any part of such purchase price, cost of improvement or construction cost, including title retention agreements and leases in the nature of title retention agreements (provided such Liens are limited to such property or assets and to improvements on such property); (b) Liens arising by operation of law; (c) any other Lien arising in connection with indebtedness for borrowed money if, after giving effect to such Lien and any other Lien created pursuant to this paragraph (c), at the time such Lien is granted, the aggregate principal amount of the indebtedness for the borrowed money that is secured pursuant to this paragraph (c) would not exceed 5% of Consolidated Net Worth; and (ed) any extension, renewal renewal, substitution or replacement (or successive extensions, renewals renewals, substitutions or replacements), as a whole or in part, of any Pledge of the Liens referred to in the foregoing clauses paragraphs (a) to (d), inclusivec) above or any indebtedness secured thereby; provided, however, provided that such extension, renewal renewal, substitution or replacement Pledge Lien shall be limited to all or a any part of substantially the same property, shares of stock property or Debt assets that secured the Pledge Lien extended, renewed renewed, substituted or replaced (plus improvements on such property)) and the principal amount of indebtedness secured by such Lien at such time is not increased.

Negative Pledge. The Company (a) Neither IR Parent nor the Borrower will, nor will not itself, and will not it permit any Manufacturing Restricted Subsidiary to, incurcreate, issue, assume, assume or guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, a Mortgage on any Principal Domestic Manufacturing Property of the Company Borrower, IR Parent or any Manufacturing Subsidiary, Restricted Subsidiary or on any shares of stock of or Debt indebtedness of any Manufacturing Restricted Subsidiary (whether such mortgagesPrincipal Property, pledges and liens being hereinafter called “Pledge” shares or “Pledges”)indebtedness are now owned or hereafter acquired) without, without in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Obligations Loans and the obligations of the Loan Parties hereunder and under the Notes (together withtogether, if the Company Borrower or IR Parent shall so determine, with any other Debt of the Company or of such Manufacturing Subsidiary indebtedness then existing or thereafter created existing created, assumed or guaranteed by the Borrower, IR Parent or such Restricted Subsidiary ranking equally with the ObligationsLoans and the obligations of the Loan Parties hereunder and under the Notes) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; providedindebtedness excluding, however, that this Section 7.5 shall not apply to Debt from the foregoing any indebtedness secured by:by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness): (ai) Pledges on property, shares or indebtedness of property of, or on any shares of stock of or Debt of, any corporation existing which Mortgage exists at the time such corporation becomes a Manufacturing Restricted Subsidiary;; or (bii) Pledges in favor of the Company or any Manufacturing Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt on property existing at the time of acquisition thereof (including acquisition through merger by the Borrower, IR Parent or consolidation) or to secure the payment of all or any part of the purchase price thereof a Restricted Subsidiary, or to secure any Debt indebtedness incurred by the Borrower, IR Parent or a Restricted Subsidiary prior to, at the time of, or within 60 180 days afterafter the later of the acquisition, the acquisition completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property or shares or Debt property, which indebtedness is incurred for the purpose of financing all or any part of the purchase price thereof; and (e) any extension, renewal thereof or replacement (construction or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in the foregoing clauses (a) to (d), inclusiveimprovements thereon; provided, however, that in the case of any such extensionacquisition, renewal construction or replacement Pledge improvement the Mortgage shall be limited 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 indebtedness incurred for the purpose of financing all or a any part of the same purchase price or the cost of constructing or improving the property subject to such Mortgage; or (vi) on property, shares which Mortgage exists at the date of stock this Agreement; or (vii) with the prior written approval of the Required Banks; provided, however, that any Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) and (v) of this Section 5.6 shall not extend to or cover any property of the Borrower, IR Parent or such Restricted Subsidiary, as the case may be, other than the property specified in such clauses and improvements thereto. (b) Notwithstanding the provisions of subsection (a) of this Section 5.6, the Borrower, IR Parent or any Restricted Subsidiary may create, assume or guarantee secured indebtedness for money borrowed which would otherwise be prohibited in subsection (a) in an aggregate amount that, together with all other such indebtedness for money borrowed by the Borrower, IR Parent and the Restricted Subsidiaries and the Attributable Debt in respect 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 the Pledge extended, renewed or replaced (plus improvements by a Mortgage on such property)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 such indebtedness.

Negative Pledge. The Company will not itselfnot, and will not permit any Manufacturing Restricted Subsidiary to, incurcreate or incur or assume any mortgage, issuehypothecation, assumecharge, guarantee or suffer to exist any notespledge, bonds, debentures lien or other similar evidences of security interest (each, a "mortgage"), securing any indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”"Indebtedness"), secured by pledge ofof or upon any Principal Property, or mortgage on shares of stock or lien onindebtedness of any Restricted Subsidiary, any Principal Domestic Manufacturing Property of now owned or hereafter acquired by the Company or any Manufacturing a Restricted Subsidiary, without making effective provision, and the Company covenants that in any such case it will make or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgagescause to be made effective provision, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that whereby the Obligations Outstanding Securities (together with, if and to the extent the Company shall so determine, any other Debt of the Company indebtedness or of such Manufacturing Subsidiary other obligations then existing or thereafter created ranking equally with the Obligationscreated) shall be secured by such mortgage equally and ratably with (or prior to) such any and all indebtedness and obligations secured Debtor to be secured thereby, so long as such secured Debt Indebtedness shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 the foregoing covenants shall not prevent, restrict or apply to Debt secured byany of the following: (a) Pledges of property ofany mortgage on property, or on any shares of stock or Indebtedness of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Restricted Subsidiary; (b) Pledges in favor any mortgage on any Principal Property existing at the time of acquisition of such Principal Property by the Company or a Restricted Subsidiary, whether or not assumed by the Company or such Restricted Subsidiary; provided, however, that no such mortgage shall extend to any other Principal Property of the Company or any Manufacturing Restricted Subsidiary; (c) Pledges in favor of any governmental body to secure progress, advance or other payments pursuant to mortgage on any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof Principal Property (including acquisition through merger any improvements on an existing Principal Property) hereafter acquired or consolidation) constructed by the Company or any Restricted Subsidiary to secure the payment of all or any part of the purchase price thereof or cost of construction of such Principal Property (or to secure any Debt indebtedness incurred prior to, at by the time of, Company or within 60 days after, the acquisition of such property or shares or Debt a Restricted Subsidiary for the purpose of financing all or any part of the purchase price thereof; and (ethereof or cost of construction thereof or of improvements thereon) any extensioncreated prior to, renewal at the time of or replacement (within 90 days after the later of the acquisition, completion of construction, or successive extensions, renewals or replacements), as a whole or in part, commencement of any Pledge referred to in the foregoing clauses (a) to (d), inclusivefull operation of such Principal Property; provided, however, that no such extensionmortgage shall extend to any other Principal Property of the Company or a Restricted Subsidiary other than, in the case of any such construction or improvement, any theretofore unimproved real property on which the Principal Property so constructed, or the improvement, is located; (d) any mortgage on any Principal Property of any Restricted Subsidiary to secure Indebtedness owing by it to the Company or to a Restricted Subsidiary; (e) any mortgage on any Principal Property of the Company or any Restricted Subsidiary in favor of (i) Canada or any Province or Territory thereof, or any political subdivision, department, agency or instrumentality of any of them; or (ii) the United States of America or any State thereof, or any political subdivision, department, agency or instrumentality of any of them, to secure partial, progress, advance or other payments to the Company or any Restricted Subsidiary pursuant to the provisions of any contract or statute; (f) any mortgage on any Principal Property of the Company or any Restricted Subsidiary existing on the date of this Indenture; (g) any mortgage on any Principal Property of the Company or any Restricted Subsidiary created for the sole purpose of renewing or refunding any mortgage, referred to in Section 1007(a) through (f), inclusive, above; provided, however, that the Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such renewal or replacement Pledge refunding, and that such renewal or refunding mortgage shall be limited to all or a any part of the same property, shares of stock or Debt that property and improvements thereon which secured the Pledge extended, mortgage renewed or replaced refunded; or (plus improvements h) any mortgage on any Principal Property created, incurred or assumed to secure Indebtedness of the Company or any Restricted Subsidiary, which would otherwise be subject to the foregoing restrictions of this Section 1007, in an aggregate amount which, together with the aggregate principal amount of other Indebtedness secured by mortgages on Principal Properties then outstanding (excluding any such propertyIndebtedness secured by mortgages covered in Section 1007 (a) through (g), inclusive, above) and the Attributable Debt in respect of all Sale and Leaseback Transactions entered into after the date of this Indenture (not including Attributable Debt with respect to any such Sale and Leaseback Transactions the proceeds of which have been or will be applied in accordance with Section 1008(b)), would not at the time exceed 5% of Consolidated Net Tangible Assets. For purposes of this Section 1007, the following shall not be deemed to be mortgages securing Indebtedness and, accordingly, nothing contained in this section shall prevent, restrict or apply to (i) any acquisition by the Company or any Restricted Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in nickel, copper, cobalt, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; (ii) any conveyance or assignment under the terms of which the Company or any Restricted Subsidiary conveys or assigns to any Person or Persons an interest in nickel, copper, cobalt, precious metals, oil, gas or any other mineral or timber in place or the proceeds thereof; or (iii) any mortgage upon any property or assets owned or leased by the Company or any Restricted Subsidiary or in which the Company or any Restricted Subsidiary owns an interest to secure to the Person or Persons paying the expenses of developing or conducting operations for the recovery, storage, transportation or sale of the mineral resources of the said property (or property with which it is unitized) the payment to such Person or Persons of the Company's or the Restricted Subsidiary proportionate part of such development or operating expense.

Negative Pledge. The Neither the Company nor any Consolidated Subsidiary will not itselfcreate, and will not permit any Manufacturing Subsidiary to, incur, issue, assume, guarantee assume or suffer to exist any notesLien securing Debt on any Restricted Property now owned or hereafter acquired by it, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byexcept: (a) Pledges Liens existing on the date of property of, or this Agreement; (b) any Lien existing on any shares asset of stock any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event and which does not extend to any other assets of the Company or its Consolidated Subsidiary; (c) any Lien on any asset securing Debt ofincurred 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 24 months after the acquisition or completion of construction or improvement thereof, and provided further that the Debt secured by such Lien shall not exceed the cost of acquiring, constructing or improving such asset; (d) any Lien on any asset of any corporation existing at the time such corporation becomes is merged or consolidated with or into the Company or a Manufacturing SubsidiaryConsolidated Subsidiary and not created in contemplation of such event and which does not extend to any other assets of the Company or its Consolidated Subsidiaries; (be) Pledges 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 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; (g) Liens to secure indebtedness of the pollution control or industrial revenue bond type and Liens in favor of the Company United States or any Manufacturing Subsidiary; (c) Pledges in favor state thereof, or any department, agency, instrumentality, or political subdivision of any governmental body to secure progresssuch jurisdiction, advance or other payments pursuant to any contract or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price thereof or to secure any Debt indebtedness incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part of the purchase price thereofor cost of constructing or improving the property subject thereto; (h) any Lien (including Liens in respect of production payments) to secure the payment of all or any part of the cost of exploration, drilling, mining, or development of property which had prior to December 31, 1993, produced no material volumes of hydrocarbons, coal, minerals, timber or other products or by-products produced or extracted from such property, provided that the Debt secured by such Lien shall not exceed the cost of exploring, drilling, mining or development of such property; and provided further that such Lien shall not extend to any property other than the property being explored, drilled, mined or developed; (i) Lien securing Debt incurred by ▇▇▇▇-▇▇▇▇▇ Oil (U.K.) Limited to pay all or any part of the cost of exploration, drilling or development of any North Sea properties within the territorial waters of the United Kingdom, provided that the Debt secured by such liens shall not exceed the cost of such exploration, drilling, or development; and provided further that such Lien shall not extend to any property other than the property being explored, drilled or developed; (j) 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; and (ek) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to in Liens not otherwise permitted by the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part of this Section securing Debt in an aggregate principal amount at any time outstanding not exceeding 5% of Stockholders' Equity of the same property, shares of stock or Debt that secured the Pledge extended, renewed or replaced (plus improvements on such property)Company.

Negative Pledge. The Company will not itselfNo Obligor shall, and will the Company shall not permit any Manufacturing Subsidiary member of the Group to, incurcreate or permit to subsist any Encumbrance on the whole or any part of their respective present or future assets to secure any of their respective Borrowed Monies, issueexcept for the following: (a) Encumbrances created with the prior consent of the Majority Banks or which the Majority Banks agree should not be taken into account; (b) any Encumbrance subsisting over the assets of any company prior to the date of such company becoming a Subsidiary of the Company, assumebut only to the extent that the maximum aggregate principal amount of Borrowed Monies capable of being secured by the Encumbrance at that date is not subsequently increased; (c) any Encumbrance over any assets (or documents of title thereto) acquired by the Company or any such Subsidiary as security for, guarantee or suffer for indebtedness incurred to exist finance or refinance, all or part of the acquisition price or the development, redevelopment, modification or improvement thereof; (d) any notesEncumbrance over any assets (or documents of title thereto) which are acquired by the Company or any such Subsidiary subject to such Encumbrance; (e) in connection with any specific contract for the sale, bonds, debentures lease or other similar evidences disposal of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien ongoods, any Principal Domestic Manufacturing Property Encumbrance on the interest of the Company or any Manufacturing Subsidiary, or any shares of stock of or Debt of any Manufacturing such Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply to Debt secured byin: (ai) Pledges any contract for such sale, lease or other disposal including the Company's or any such Subsidiary's interest in the consideration receivable thereunder; or (ii) such underlying goods; or (iii) all other rights, interests, documents and things made, held, arising or created in connection with any of property ofthe foregoing including, without limiting the generality of the foregoing, bills of exchange or on other negotiable instruments, policies, letters of credit, guarantees, indemnities or Encumbrances to secure any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Manufacturing Subsidiaryforegoing; (bf) Pledges in favor any other Encumbrance over any assets of the Company or any Manufacturing Subsidiarysuch Subsidiary so long as the lower of the aggregate amount of Borrowed Monies secured by such Encumbrances and the book value of the assets subject to the Encumbrance(s) does not exceed, when aggregated with the book value of any other assets the subject of Encumbrances permitted under this paragraph (f), 15 per cent. (15%) of Net Assets; (cg) Pledges any Encumbrance created in favor substitution for an Encumbrance otherwise permitted above provided that the value of any governmental body to secure progress, advance or other payments pursuant the assets subject to any contract such Encumbrance created in substitution is equal to or provision of any statute; (d) Pledges of property, shares of stock or Debt existing at less than the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part value of the purchase price thereof or to secure any Debt incurred prior to, at assets the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part subject of the purchase price thereofEncumbrance being discharged as certified to the Agent by an independent professional valuer; and (eh) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of Encumbrance on any Pledge referred to in asset if simultaneously with the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part creation of the same property, shares Encumbrance the obligations of stock or Debt that each Obligor under the Finance Documents are secured the Pledge extended, renewed or replaced (plus improvements on such property)by a comparable Encumbrance.

Negative Pledge. The Company So long as any Note of a Series remains outstanding, the Issuer will not itselfcreate or have outstanding any mortgage, and will not permit any Manufacturing Subsidiary charge, lien, pledge or other security interest (each a “Security Interest”) upon, or with respect to, incurany of its present or future business, issueundertaking, assumeassets or revenues (including any uncalled capital) to secure any Relevant Indebtedness unless the Issuer, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (notes, bonds, debentures or other similar evidences of indebtedness for money borrowed being herein called “Debt”), secured by pledge of, or mortgage or lien on, any Principal Domestic Manufacturing Property in the case of the Company creation of a Security Interest, before or any Manufacturing Subsidiaryat the same time and, or any shares of stock of or Debt of any Manufacturing Subsidiary (such mortgages, pledges and liens being hereinafter called “Pledge” or “Pledges”), without effectively providing that the Obligations (together with, if the Company shall so determine, in any other Debt of the Company or of such Manufacturing Subsidiary then existing or thereafter created ranking equally with the Obligations) shall be secured equally case, promptly, takes any and ratably with (or prior to) such secured Debt, so long as such secured Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Debt so secured plus all Attributable Debt of the Company and its Manufacturing Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 5% of the Consolidated Net Tangible Automotive Assets; provided, however, that this Section 7.5 shall not apply action necessary to Debt secured byensure that: (a) Pledges of property of, or on any shares of stock of or Debt of, any corporation existing at all amounts payable by it under the time such corporation becomes a Manufacturing Subsidiary;Notes are secured by the Security Interest equally and rateably with the Relevant Indebtedness, (b) Pledges in favor of the Company or any Manufacturing Subsidiary;such Security Interest is terminated, (c) Pledges in favor such other arrangement (whether or not it includes the giving of any governmental body to secure progressa Security Interest) is provided for the benefit of the Noteholders as is approved by an Extraordinary Resolution of the Noteholders of such Series, advance or other payments pursuant to any contract or provision of any statute;or (d) Pledges such Security Interest is provided as is approved by an Extraordinary Resolution of propertythe Noteholders of such Series. Nothing in this Condition 4.1 shall prevent the Issuer from creating or permitting to subsist any Security Interest upon, shares or with respect to, any present or future business, undertaking, assets or revenues (including any uncalled capital) or any part thereof that is created pursuant to: (i) a bond, note or other indebtedness whereby the payment obligations are secured by a segregated pool of stock assets (whether held by the Issuer or Debt any third party guarantor) (any such bond, note or other indebtedness, a “Covered Bond”) or (ii) any securitisation of receivables or other payment rights, asset-backed financing or similar financing structure (created in accordance with normal market practice) and whereby all payment obligations secured by such Security Interest or having the benefit of such Security Interest are to be discharged principally from such business, undertaking, assets or revenues (or in the case of Direct Recourse Securities, by direct unsecured recourse to the Issuer); provided that the aggregate then-existing balance sheet value of receivables or other assets subject to any Security Interest created in respect of: (A) Covered Bonds that are Relevant Indebtedness and (B) any other secured Relevant Indebtedness (other than Direct Recourse Securities) of the Issuer, when added to the outstanding principal amount of all Direct Recourse Securities that are Relevant Indebtedness, does not, at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part incurrence thereof, exceed 15% of the purchase price thereof or to secure any Debt incurred prior to, at the time of, or within 60 days after, the acquisition of such property or shares or Debt for the purpose of financing all or any part consolidated total assets of the purchase price thereof; and Issuer (e) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Pledge referred to shown in the foregoing clauses (a) to (d), inclusive; provided, however, that such extension, renewal or replacement Pledge shall be limited to all or a part most recent audited consolidated financial statements of the same property, shares of stock or Debt that secured Issuer prepared in accordance with the Pledge extended, renewed or replaced BRSA accounting and reporting principles related to the procedures and principles regarding banks’ accounting practices (plus improvements on such propertythe “BRSA Principles”)).