Common use of Negative Pledge Clause in Contracts

Negative Pledge. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000.

Negative Pledge. Neither Parent and the Borrower nor will not, and the Borrower will not permit any Restricted Subsidiary will to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement granted by Parent, the Borrower or any Restricted Subsidiary and securing Debt Indebtedness or other obligations outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation Person existing at the time such corporation becomes a Person is merged or consolidated with or into Parent, the Borrower or any Restricted Subsidiary and not created in contemplation of such event; (c) any Lien existing on any asset prior to the acquisition thereof by Parent, the Borrower or any Restricted Subsidiary and not created in contemplation of such acquisition; (d) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 365 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness or other obligations secured by any Lien otherwise permitted by any of the foregoing clauses of this Section, Section 5.08; provided that the principal amount of such Debt Indebtedness or the amount of such other obligation, as applicable, is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings that are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments that do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of its business; (l) other Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of business which of Parent, the Borrower or such Restricted Subsidiary that (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation obligations in an aggregate amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower, and (iii) do not in the aggregate materially detract from the value of its the assets of Parent, the Borrower or such Restricted Subsidiary or materially impair the use thereof in the operation of its business; (im) Liens required pursuant to the terms of this Agreement; (n) Liens on Permitted Cash Collateral securing only Cash Collateralized Term Loans; (o) Liens on and pledges of the Equity Securities of any joint venture owned by Parent, the Borrower or any Restricted Subsidiary (other than any such joint venture that is a Consolidated Subsidiary) to the extent securing Indebtedness of such joint venture that is non-recourse to Parent, the Borrower or any Restricted Subsidiary; (p) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents securing Derivatives Obligations; provided that on deposit in one or more accounts maintained by Parent, the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects Borrower or irregularities in titleany Restricted Subsidiary, in each case which do not and will not interfere granted in any material respect with the ordinary conduct course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (q) Liens incurred in the ordinary course of business to secure liability for premiums to insurance carriers or to maintain self-insurance; (r) Liens in favor of Parent, the Borrower or any Subsidiaryof its wholly-owned Restricted Subsidiaries; (ks) any interest or title rights of a lessor or sublessor under any lease first refusal entered into in the ordinary course of real estate permitted hereunderbusiness; (lt) any zoning letter of credit issued for the account of the Borrower, Parent or similar law or right reserved any of their Affiliates to or vested in any governmental office or agency to control or regulate the use of any real propertysecure Indebtedness under tax free financings; and (mu) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt obligations in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00015% of Consolidated Net Tangible Assets; provided, for the purposes of this Section 5.08(u), with respect to any such secured Indebtedness of a non-wholly owned Subsidiary of Parent with no recourse to Parent or any wholly-owned Subsidiary thereof, only that portion of such Indebtedness reflecting Parent’s pro rata ownership interest therein shall be included in calculating compliance herewith.

Negative Pledge. Neither the The Borrower will not, nor will it permit any Subsidiary will of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any asset property of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired by itacquired, except: (ai) Liens created for the benefit of the Lenders; (ii) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (biii) Permitted Encumbrances; (iv) Liens on property (A) of a Subsidiary to secure only obligations owing to the Borrower or another such Subsidiary or (B) of any Lien existing on Person which becomes a Subsidiary after the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of provided that such Liens in this Agreement clause (B) are in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation existence at the time such corporation Person becomes a Subsidiary and were not created in contemplation of such eventanticipation thereof; (dv) Liens upon real and/or tangible personal property acquired after the date hereof (by purchase, construction or otherwise) by the Borrower or any Lien of its Subsidiaries, each of which Liens either (A) existed on any asset securing Debt incurred such property before the time of its acquisition and was not created in anticipation thereof, or assumed (B) was created solely for the purpose of financing all securing Indebtedness representing, or any part of incurred to finance, refinance or refund, the cost (including the cost of acquiring construction) of such assetproperty; provided that no such Lien shall extend to or cover any property of the Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Borrower) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 90 days after the 18 months of acquisition thereof; (evi) any Lien Liens on any asset assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a any Subsidiary and not created in contemplation of under such eventlease; (fvii) any Lien existing on any asset prior to attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the acquisition thereof by the Borrower execution or a Subsidiary and not created in contemplation other enforcement of such acquisitionLiens in an aggregate amount exceeding $50,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (gviii) any Lien arising out of Liens securing Secured Nonrecourse Obligations; (ix) in addition to the refinancing, extension, renewal or refunding of any Debt secured by any Lien Liens permitted by any of in the foregoing clauses (i) through (viii) of this SectionSection 5.02(a), provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising incurred in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure of the Borrower and any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; Subsidiaries, provided that the aggregate amount of cash and cash equivalents subject Indebtedness secured by Liens pursuant to such Liens may this clause (ix) shall not at no any time exceed $100,000,000250,000; (jx) easementsany extension, rights renewal or replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business like property); and (xi) additional Liens upon real and/or personal property of the Borrower or any Subsidiary; of its Subsidiaries created after the date hereof so long as Unsecured Debt (kas defined below) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount shall not, at any time outstanding not to time, exceed $50,000,000.Eligible Assets (as defined below). For the purposes of Section 5.02(a)(xi):

Negative Pledge. Neither (a) The Parent and the Borrower nor shall not, and shall not permit any other Loan Party or any other Subsidiary will to, create, assume assume, or suffer to exist incur any Lien (other than Permitted Liens and Liens on assets of an Excluded Subsidiary securing the Indebtedness which causes such Subsidiary to be an Excluded Subsidiary) upon any asset of its properties, assets, income or profits of any character whether now owned or hereafter acquired by itif immediately prior to the creation, except: (a) Liens existing on the date assumption or incurring of this Agreement securing Debt outstanding on the date such Lien, or immediately thereafter, a Default or Event of this Agreement Default is or would be in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate;existence. (b) The Parent and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in any agreement (i)(x) evidencing Indebtedness which the Parent, the Borrower, such other Loan Party or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.3., (y) which Indebtedness is secured by a Lien existing permitted to exist, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; (ii) consisting of this Agreementcustomary provisions in leases and other contracts restricting the assignment thereof; (iii) relating to the sale of a Subsidiary or assets pending such sale, listed provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (iv) that evidences Unsecured Indebtedness which contains restrictions on Schedule 5.06 and securing Debt outstanding on encumbering assets that are substantially similar to, or less restrictive than, those restrictions contained in the date of this Agreement in a principal amount of at least $1,000,000 individually;Loan Documents. (c) The Parent and the Borrower shall not, and shall not permit any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all other Loan Party or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a other Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any increase reflecting consensual encumbrance or restriction of any kind on the costs ability of such refinancing, extension, renewal or refundingany Subsidiary (other than an Excluded Subsidiary) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which to: (i) do not secure Debt pay dividends or Derivatives Obligations, (ii) do not secure make any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value other distribution on any of its assets such Subsidiary’s capital stock or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of equity interests owned by the Borrower or any Subsidiary; ; (kii) pay any interest Indebtedness owed to the Parent, the Borrower or title any other Subsidiary; (iii) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (iv) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary, except for any such encumbrances or restrictions, (A) contained in agreements relating to the sale of a lessor Subsidiary or sublessor assets pending such sale, or relating to Indebtedness secured by a Lien on assets that the Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested Sections 10.3. and 10.6.(a), provided that in any governmental office such case the encumbrances and restrictions apply only to the Subsidiary or agency the assets that are the subject of such sale or Lien, as the case may be, (B) set forth in the organizational documents or other agreements binding on or applicable to control any Excluded Subsidiary or regulate any Subsidiary that is not a Wholly Owned Subsidiary (but only to the use extent such encumbrance or restriction covers any Equity Interest in such Subsidiary or the property or assets of any real property; and such Subsidiary), (mC) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt contained in an aggregate principal amount at agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such encumbrance or restriction covers any time outstanding not Equity Interest in such Unconsolidated Affiliate) or (D) in any other agreement (1) evidencing Unsecured Indebtedness that the Borrower, any other Loan Party or any other Subsidiary may create, incur, assume or permit or suffer to exceed $50,000,000exist under this Agreement and (2) containing encumbrances and restrictions imposed in connection with such Unsecured Indebtedness that are either substantially similar to, or less restrictive than, such encumbrances and restrictions set forth in the Loan Documents.

Negative Pledge. Neither the Borrower (i) The Issuer will not, nor will it permit any Restricted Subsidiary will createto, issue, assume or suffer to exist guarantee any Lien on indebtedness for borrowed money secured by a mortgage, pledge, lien or other encumbrance of any asset now owned nature (mortgages, pledges, liens and other encumbrances being hereinafter called “mortgage” or hereafter acquired by it“mortgages”) upon any property of the Issuer or any Restricted Subsidiary, exceptor upon any shares of stock of any Restricted Subsidiary, without in any such case effectively providing, concurrently with the issuance, assumption or guarantee of any such indebtedness for borrowed money, that the Notes (together with, if the Issuer shall so determine, any other indebtedness of the Issuer or such Restricted Subsidiary ranking equally with the Notes then existing or thereafter created) shall be secured equally and ratably with such indebtedness for borrowed money; provided, however, that the foregoing restrictions shall not apply to: (a1) Liens mortgages existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate1 August, 2006; (b2) mortgages to secure the payment of all or part of the purchase price of such property (other than property acquired for lease to a Person other than the Issuer or a Restricted Subsidiary) upon the acquisition of such property by the Issuer or a Restricted Subsidiary or to secure any Lien existing on indebtedness for borrowed money incurred or guaranteed by the date of this AgreementIssuer or a Restricted Subsidiary prior to, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of, or within 60 days after the later of the acquisition, completion of construction or commencement of full operation of such event; (d) any Lien on any asset securing Debt property, which indebtedness for borrowed money is incurred or assumed guaranteed for the purpose of financing all or any part of the cost purchase price thereof or construction thereof or improvements thereon; provided, however, that in the case of acquiring any such assetacquisition, provided that construction or improvement, the mortgage shall not apply to any property theretofore owned by the Issuer or a Restricted Subsidiary, other than, in the case of any such Lien attaches to such asset concurrently with construction or within 90 days after improvement, any theretofore unimproved real property on which the acquisition thereofproperty so constructed, or the improvement, is located; (e3) any Lien mortgages on any asset the property of any a Restricted Subsidiary on the date it became a Restricted Subsidiary; (4) mortgages securing indebtedness for borrowed money of a Restricted Subsidiary owing to the Issuer or to another Restricted Subsidiary; (5) mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with or into the Borrower Issuer or a Restricted Subsidiary and not created in contemplation or at the time of such eventa purchase, lease or other acquisition of the properties of a corporation or firm as an entirety or substantially as an entirety by the Issuer or a Restricted Subsidiary; (f6) any Lien existing replacement or successive replacement in whole or in part of any mortgage referred to in the foregoing clauses (1) to (5), inclusive; provided, however, that the principal amount of the indebtedness for borrowed money secured by the mortgage shall not be increased and the principal repayment schedule and maturity of such indebtedness shall not be extended and (i) such replacement shall be limited to all or a part of the property which secured the mortgage so replaced (plus improvements and construction on any asset prior such property), or (ii) if the property which secured the mortgage so replaced has been destroyed, condemned or damaged and pursuant to the acquisition thereof by terms of the Borrower mortgage other property has been substituted therefor, then such replacement shall be limited to all or a Subsidiary and not created in contemplation part of such acquisition;substituted property; or (g7) liens created by or resulting from any Lien litigation or other proceeding which is being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against the refinancing, extension, renewal Issuer or refunding any Restricted Subsidiary with respect to which the Issuer or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or liens incurred by the Issuer or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any Debt secured by any Lien permitted by any of litigation or other proceeding to which the foregoing clauses of this Section, provided that Issuer or such Debt Restricted Subsidiary is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets;a party; or (h) Liens arising 8) liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s liens on property held under lease; and any other liens or charges incidental to the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower Issuer or any Subsidiary; (k) Restricted Subsidiary or the ownership of the property and assets of any interest of them which were not incurred in connection with the borrowing of money or title the obtaining of a lessor advances or sublessor under any lease credit and which do not, in the opinion of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the Issuer, materially impair the use of any real property; andsuch property in the operation of the business of the Issuer or such Restricted Subsidiary or the value of such property for the purposes of such business. (mii) Liens not otherwise permitted by Notwithstanding the foregoing clauses provisions of this Section securing Debt Condition 3(c), the Issuer and any one or more Restricted Subsidiaries may issue, assume or guarantee indebtedness for borrowed money secured by mortgages which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with all the other outstanding indebtedness for borrowed money of the Issuer and its Restricted Subsidiaries secured by mortgages which is not listed in clauses (1) through (8) of subsection (i) of this Condition 3(c), does not at any the time outstanding not exceed 12 1/2 per cent. of the Consolidated Net Tangible Assets as determined by reference to exceed $50,000,000the audited consolidated financial statements of the Issuer as of the end of the fiscal year preceding the date of determination. (iii) For the purposes of this Condition 3(c) only, “Consolidated Net Tangible Assets” means the total amount of assets (less depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset amounts under generally accepted accounting principles in the United States) which under generally accepted accounting principles in the United States would be included on a balance sheet of the Issuer and its Restricted Subsidiaries, after deducting therefrom (i) all liability items except indebtedness (whether incurred, assumed or guaranteed) for borrowed money maturing by its terms more than one year from the date of creation thereof or which is extendible or renewable at the sole option of the obligor in such manner that it may become payable more than one year from the date of creation thereof, shareholders’ equity and reserves for deferred income taxes, (ii) all goodwill, trade names, trademarks, patents, unamortised debt discount and expense and other like intangibles, which in each case would be so included on such balance sheet, and (iii) amounts invested in, or equity in the net assets of, Non-Restricted Subsidiaries.

Negative Pledge. Neither the Borrower nor any Subsidiary of the Borrower will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a an aggregate principal or face amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate150,000,000; (b) any Lien existing Liens securing the obligations of a Subsidiary under Non-recourse Debt on the date assets of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallysuch Subsidiary; (c) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt obligations incurred or assumed for the purpose of financing all or any part of the cost of acquiring ownership or use of such asset or a related asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofsuch acquisition; (e) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, Obligations and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business25,000,000; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights Liens in the ordinary course of way, restrictions, encroachments, and other minor defects business for the purpose of securing or irregularities in title, in each case which do not and will not interfere collateralizing energy purchases or sales as may be required from time to time by an independent system operator or similar system-governing body in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real propertyjurisdiction; and (mk) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt of the Borrower and its Subsidiaries in an aggregate principal or face amount not at any time outstanding not to exceed $50,000,000exceeding 10% of Consolidated Net Tangible Assets of the Borrower.

Negative Pledge. Neither the Borrower nor any Significant Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (ed) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (gf) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business (including, without limitation, Liens on assets securing Debt, interest on which is exempt from federal income tax (“Exempt Debt”); Liens for taxes, assessments or government charges; Liens arising out of the existence of judgments not constituting an Event of Default; statutory and contractual landlords’ liens under leases; Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties; and Liens arising out of claims under any Environmental Law provided such Liens are being contested in good faith) which (i) do not secure Debt (other than Exempt Debt) or Derivatives Obligations, Obligations and (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in of the operation assets of the Borrower and its businessSubsidiaries, taken as a whole; (ih) Liens on cash and cash equivalents securing Derivatives Obligations; , provided that the aggregate amount of cash and cash equivalents assets subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property300,000,000; and (mi) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00025% of Consolidated Total Assets.

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Subsidiary will of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien on any asset of its assets or property now owned or hereafter acquired by itor, except: (a) Liens existing securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the date priority of payments set forth in Section 2.22 or Section 8.2 of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyPermitted Encumbrances; (c) any Lien Liens on any property or asset of the Borrower or any Restricted Subsidiary existing on the Third Amendment Effective Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventRestricted Subsidiary; (d) purchase money Liens upon or in any Lien on any asset securing Debt fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred or assumed solely for the purpose of financing all the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any part of the cost of acquiring Capital Lease Obligations); provided, that (i) such assetLien secures Indebtedness permitted by Section 7.1(c), provided that (ii) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the principal amount of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets on the date of such acquisition, construction or improvement; (e) any Lien Liens on any asset property or Capital Stock of any corporation existing Person that becomes a Restricted Subsidiary after the Third Amendment Effective Date in accordance with the terms of this Agreement; provided that such Liens (i) exist at the time such corporation is merged Person becomes a Restricted Subsidiary and are not created in contemplation of or consolidated in connection with such Person becoming a Restricted Subsidiary, (ii) do not extend to any property owned by the Borrower or its other Restricted Subsidiaries and (iii) the aggregate principal amount of Indebtedness does not exceed the amount permitted pursuant to Section 7.1(f); (f) Liens on property at the time the Borrower or any of its Restricted Subsidiaries acquires the property (including by way of merger with or into the Borrower or a Subsidiary any Subsidiary); provided that such Liens (i) exist at the time of such acquisition and are not created in contemplation of or in connection with such event; acquisition, and (fii) do not extend to any Lien existing on any asset prior to the acquisition thereof other property owned by the Borrower or a Subsidiary and not created in contemplation of such acquisitionits Restricted Subsidiaries; (g) Refinancings, extensions, renewals, or replacements of any Lien arising out referred to in paragraphs (a) through (f) of this Section 7.2; provided, that the principal amount of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt thereby is not increased (except by an amount equal to a reasonable premium or other than any increase reflecting the costs of reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, extension, renewal or refunding) replacement and by an amount equal to any accrued and unpaid interest and fees thereon and that any such refinancing, extension, renewal or replacement is not secured by any additional assetslimited to the assets originally encumbered thereby; (h) Liens arising in securing any Indebtedness permitted by any of Sections 7.1(i), 7.1(j), 7.1(k), and 7.1(l), subject to the ordinary course terms and conditions of its business which (isuch Section; provided, that such Liens securing any Indebtedness permitted by Section 7.1(j) do not secure Debt or Derivatives Obligations, (ii7.1(k) do not secure any obligation in an amount exceeding $200,000,000 may only extend to property and (iii) do not in the aggregate materially detract from the value Capital Stock of its assets or materially impair the use thereof in the operation of its businessForeign Subsidiaries; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that Indebtedness permitted by this Agreement (which may include Indebtedness for borrowed money, to the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in titleextent permitted by this Agreement), in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $50,000,00050,000,000 and (y) 15% of LTM Consolidated EBITDA (as of the date incurred); and (j) Liens securing Indebtedness (other than for borrowed money) in an aggregate principal amount outstanding at any time that does not exceed $5,000,000 and such Liens do not encumber the Capital Stock of any Subsidiary.

Negative Pledge. Neither the The Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing on as of the date of this Agreement Effective Date, securing Debt Indebtedness outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate100,000,000; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually[Reserved]; (c) any Lien existing on any asset of any corporation Person existing at the time such corporation becomes a Subsidiary Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (in) Liens on cash securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and cash equivalents securing Derivatives Obligations; not for speculative purposes, provided that the aggregate amount of cash and cash equivalents subject to such Liens may run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at no the time exceed $100,000,000of issuance, a Lender; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (mo) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Borrower securing Debt obligations in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00015% of the Consolidated Net Assets of the Borrower; (p) Liens on fuel used by the Borrower in its power generating business; and (q) Liens on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.

Negative Pledge. Neither the The Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing on the date of this Agreement securing Debt Indebtedness outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate100,000,000; (b) any Lien on any asset of any Person existing on at the date time such Person is merged or consolidated with or into the Borrower and not created in contemplation of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallysuch event; (c) any Lien existing on any asset of any corporation at prior to the time such corporation becomes a Subsidiary acquisition thereof by the Borrower and not created in contemplation of such eventacquisition; (d) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments which do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (l) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (im) Liens on cash required pursuant to the terms of this Agreement and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real propertyRelated Agreement; and (mn) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt obligations in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,000500,000,000.

Negative Pledge. Neither the Borrower The Guarantor will not, nor will it permit any Subsidiary will of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any asset property of the Guarantor or any of its Subsidiaries, whether now owned or hereafter acquired by itacquired, except: (ai) Liens created for the benefit of the Lenders; (ii) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateDecember 11, 2006; (biii) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyPermitted Encumbrances; (civ) any Lien existing Liens on any asset property of a Subsidiary of the Guarantor to secure only obligations owing to the Guarantor or another such Subsidiary or Liens on property of any corporation Person which becomes a Subsidiary of the Guarantor after December 11, 2006, provided that such Liens are in existence at the time such corporation Person becomes a Subsidiary of the Guarantor and were not created in contemplation of such eventanticipation thereof; (dv) Liens upon real and/or tangible personal property acquired after December 11, 2006 (by purchase, construction or otherwise) by the Guarantor or any Lien of its Subsidiaries, each of which Liens either (A) existed on any asset securing Debt incurred such property before the time of its acquisition and was not created in anticipation thereof, or assumed (B) was created solely for the purpose of financing all securing Indebtedness representing, or any part of incurred to finance, refinance or refund, the cost (including the cost of acquiring construction) of such assetproperty; provided that no such Lien shall extend to or cover any property of the Guarantor or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Guarantor) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 90 days after the 18 months of acquisition thereof; (evi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower, the Guarantor or any Lien on any asset of any corporation existing at the time Subsidiary under such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventlease; (fvii) any Lien existing on any asset prior to attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the acquisition thereof by the Borrower execution or a Subsidiary and not created in contemplation other enforcement of such acquisitionLiens in an aggregate amount exceeding $25,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (gviii) any Lien arising out of Liens securing Secured Nonrecourse Obligations; (ix) in addition to the refinancing, extension, renewal or refunding of any Debt secured by any Lien Liens permitted by any of in the foregoing clauses (i) through (viii) of this SectionSection 5.02(a), provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising incurred in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure of the Guarantor and any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; Subsidiaries, provided that the aggregate amount of cash and cash equivalents subject Indebtedness secured by Liens pursuant to such Liens may this clause (ix) shall not at no any time exceed $100,000,000250,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (kx) any interest extension, renewal or title replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real like property; ), and (mxi) additional Liens not otherwise permitted by upon real and/or personal property of the foregoing clauses Guarantor or any of this Section securing its Subsidiaries created after December 11, 2006 so long as Unsecured Debt in an aggregate principal amount (as defined below) shall not, at any time outstanding not to time, exceed $50,000,000.Eligible Assets (as defined below). For the purposes of Section 5.02(a)(xi):

Negative Pledge. Neither the The Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing on the date of this Agreement securing Debt Indebtedness outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate100,000,000; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fc) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (gd) any Lien on any asset securing Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, PROVIDED that such Lien attaches to such asset concurrently with or within 180 days after the acquisition thereof; (e) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided PROVIDED that such Debt Indebtedness is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments which do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; and (l) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000.

Negative Pledge. Neither the Borrower nor any Subsidiary will createCreate, incur, assume or suffer to exist any Lien on any asset of its assets or property now owned or hereafter acquired by itor, except: (a) Liens existing on securing the date of this Agreement securing Debt outstanding on Obligations pursuant to the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateLoan Documents (if any); (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyPermitted Encumbrances; (c) any Lien Liens on any property or assets of the Borrower or its Restricted Subsidiaries existing on the Second Amendment Effective Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventRestricted Subsidiary; (d) purchase money Liens upon or in any Lien on any asset securing Debt fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred or assumed solely for the purpose of financing all the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any part Finance Lease Liabilities) and extensions, renewals and replacements of any such Liens that do not increase the cost of acquiring outstanding principal amount thereof (immediately prior to giving effect to such assetextension, provided renewal or replacement) (except by an amount no greater than accrued and unpaid interest with respect to such original Lien, any existing unutilized commitments thereunder and any reasonable fees, premium and expenses relating to such extension, renewal or refinancing); provided, that (i) such Lien secured Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently with or within 90 270 days after the acquisition acquisition, improvement or completion of the construction thereof, (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) extensions, renewals, or replacements of any Lien on referred to in paragraphs (a) through (d) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any asset of any corporation existing at such extension, renewal or replacement is limited to the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventassets originally encumbered thereby; (f) Liens securing Acquired Indebtedness permitted under Section 7.1(i), provided that (i) such Liens do not at any Lien existing on time encumber any asset property other than property of the Person acquired in the applicable Permitted Acquisition at the time of such Permitted Acquisition and (ii) such Liens shall exist prior to the acquisition thereof by applicable Permitted Acquisition and shall not be incurred in anticipation of the Borrower or a Subsidiary and not created in contemplation of such acquisitionapplicable Permitted Acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien Liens securing Indebtedness permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assetsSection 7.1(j); (h) Liens arising in cash and Permitted Investments securing the ordinary course reimbursement and related obligations under Additional Letters of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessCredit; (i) Liens on cash normal and cash equivalents securing Derivatives Obligations; provided that the aggregate amount customary rights of setoff upon deposits of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000;in favor of banks or other depository institutions; and (j) easements, rights of way, restrictions, encroachments, customary escrow arrangements and other minor defects or irregularities segregated accounts (to the extent such segregated account is deemed to have incurred an encumbrance in titleconnection with any covenants applicable to the proceeds contained in such segregated account), in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise case, permitted by the foregoing clauses definition of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000Specified Cash.

Negative Pledge. Neither Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits or restricts the Borrower nor ability of any Restricted Subsidiary will (other than an Excluded Subsidiary) (i) that is not a Loan Party, to pay dividends or distributions to (directly or indirectly), or to make or repay loans or advances to, any Loan Party or (ii) to create, incur, assume or suffer to exist any Lien Liens on any asset now owned or hereafter acquired by it, exceptproperty of such Person (other than Excluded Assets) for the benefit of the Lenders to secure the Obligations under the Loan Documents (other than Incremental Facilities that are not secured on a first lien basis); provided that the foregoing shall not apply to Contractual Obligations that: (a) Liens existing (i) exist on the date of this Agreement securing Debt outstanding Closing Date, including Contractual Obligations governing Indebtedness incurred on the date Closing Date to finance the Transactions and any Permitted Refinancing thereof (so long as the scope of this Agreement Contractual Obligations is not expanded thereby) or other Contractual Obligations executed on the Closing Date in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in connection with the aggregateTransactions; (b) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary or binding with respect to any Lien existing on asset at the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallytime such asset was acquired; (c) any Lien existing on any asset are Contractual Obligations of any corporation at a Restricted Subsidiary that is not a Loan Party or to the time such corporation becomes a Subsidiary and not created in contemplation of such eventextent applicable only to Excluded Assets; (d) are customary restrictions that arise in connection with (A) any Lien on any asset securing Debt incurred or assumed for permitted by Section 7.01 and relate to the purpose of financing all or any part of the cost of acquiring such asset, provided that property subject to such Lien attaches or (B) any Disposition permitted by Section 7.05 applicable pending such Disposition solely to the assets (including Equity Interests) subject to such asset concurrently with or within 90 days after the acquisition thereofDisposition; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary are joint venture agreements and not created in contemplation of such eventother similar agreements applicable to Joint Ventures permitted under Section 7.02; (f) are negative pledges and restrictions on Liens in favor of any Lien existing on any asset prior holder of Indebtedness permitted under Section 7.03 but solely to the acquisition thereof extent any negative pledge relates to the property financed by or the Borrower subject of or a Subsidiary that secures such Indebtedness and not created in contemplation of such acquisitionthe proceeds and products thereof; (g) any Lien arising out are restrictions in leases, subleases, licenses, sublicenses or agreements governing a disposition of assets, trading, netting, operating, construction, service, supply, purchase, sale or other agreements entered into in the refinancing, extension, renewal or refunding ordinary course of any Debt secured by any Lien permitted by any of business so long as such restrictions relate to the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assetsassets subject thereto; (h) Liens arising comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(d), (f) (g), (r)(i) or (v) to the extent that such restrictions apply only to the property or assets securing such Indebtedness; (i) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest; (j) are customary provisions restricting assignment of any agreement entered into in the ordinary course of its business which business; (k) are restrictions on cash or other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of business; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) are restrictions that, taken as a whole, and in the good faith judgment of the Borrower, are (i) do not secure Debt no more restrictive with respect to the Borrower or Derivatives Obligationsany Restricted Subsidiary than customary market terms for Indebtedness of such type, (ii) do no more restrictive than the restrictions contained in this Agreement, or not secure reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businesspayments required hereunder; (in) Liens on cash and cash equivalents securing Derivatives Obligations; provided that apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000Borrower or any Restricted Subsidiary; (o) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03 (h), (i), (j), (k), (l), (m), (x) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with (y); (p) Contractual Obligations that are subject to the ordinary conduct applicable override provisions of the business UCC; (q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements, or other similar agreements; (r) net worth provisions contained in agreements entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Borrower or any SubsidiaryRestricted Subsidiary to meet its ongoing obligations; (ks) restrictions arising in any agreement relating to (i) any interest Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or title of a lessor other assets or sublessor under activities subject to the applicable Cash Management Services and (ii) any lease of real estate permitted hereunderHedge Agreements; (lt) are restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or cross-licenses by the Borrower or any zoning or similar law or right reserved to or vested Restricted Subsidiary of such Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in any governmental office or agency to control or regulate the use ordinary course of any real propertybusiness; and (mu) Liens not otherwise permitted other restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the foregoing contracts, instruments or obligations referred to in the preceding clauses of this Section securing Debt Section; provided that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in an aggregate principal amount at any time outstanding not the good faith determination of the Borrower, materially more restrictive with respect to exceed $50,000,000such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Negative Pledge. Neither The Company will not, and will not permit any of the Borrower nor any Subsidiary will Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien on any asset of its assets or property now owned or hereafter acquired by itacquired, except: (a) Liens existing on Liens, if any, created in favor of the date Collateral Agent for the benefit of this the Lenders and, to the extent the Intercreditor Agreement securing has been entered into, for the benefit of the Private Placement Debt outstanding on Holders, in each case pursuant to the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateLoan Documents; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyPermitted Encumbrances; (c) any Lien Liens on any property or asset of the Company or any such Restricted Subsidiary existing on the Effective Date set forth on Schedule 6.02; provided, that such Lien shall not apply to any other property or asset of the Company or any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventRestricted Subsidiary; (d) purchase money Liens upon or in any Lien on any asset securing Debt fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred or assumed solely for the purpose of financing all the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any part Capital Lease Obligations); provided, that (i) such Liens secure Indebtedness permitted by clause (f) of Section 6.01, (ii) such Liens attach to such assets concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Liens do not extend to any other assets; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring acquiring, constructing or improving such asset, provided that such Lien attaches to such asset concurrently with fixed or within 90 days after the acquisition thereofcapital assets; (e) any Lien (i) existing on any asset of any corporation existing Person at the time such corporation Person becomes such a Restricted Subsidiary of the Company, (ii) existing on any asset of any Person at the time such Person is merged or consolidated with or into the Borrower Company or a any such Restricted Subsidiary and not created in contemplation of such event; the Company or (fiii) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or a any such Restricted Subsidiary and of the Company; provided, that any such Lien was not created in the contemplation of any of the foregoing and any such Lien secures only those obligations which it secures on the date that such Person becomes such a Restricted Subsidiary or the date of such merger or the date of such acquisition; (gf) extensions, renewals, or replacements of any Lien arising out referred to in paragraphs (a) through (e) of this Section 6.02; provided, that the principal amount of the refinancing, Indebtedness secured thereby is not increased and that any such extension, renewal or refunding replacement is limited to the assets originally encumbered thereby; (g) Liens on the assets of Subsidiaries of the Company in favor of the Company or any Debt Canadian Borrower, as the case may be, securing Indebtedness permitted under Section 6.01(c); and (h) other Liens on the property or assets of the Company or such Restricted Subsidiary; provided, that (i) the principal amount of the Indebtedness secured by such Liens shall not exceed $25,000,000 in the aggregate at any time outstanding and (ii) no such Liens shall apply to any Accounts or Inventory of the Company and the Restricted Subsidiaries. For purposes of this Section, the entry by the Company or any such Restricted Subsidiary into a true lease or true bailment arrangement which contains a provision purporting to ▇▇▇▇▇ ▇ ▇▇▇▇ in the event that such arrangement is determined not to constitute a true lease or true bailment and the filing of a precautionary UCC or PPSA financing statement in connection therewith shall not constitute the creation, incurrence, assumption or sufferance of a Lien unless, under applicable law, such arrangement is determined not to constitute a true lease or true bailment arrangement and a security interest or other interest in or lien on property or assets of the Company or any such Restricted Subsidiary has in fact been granted or deemed to have been granted. For greater certainty, any reference herein or in any other Loan Document to any Lien permitted to exist in respect of the property or assets of any Canadian Loan Party is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the foregoing clauses of this Section, provided that Collateral Documents to any such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal Lien permitted hereby or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000thereby.

Negative Pledge. Neither the Borrower nor any Subsidiary will createCreate, incur, assume or suffer to exist exist, or permit any Lien on of its Consolidated Subsidiaries to create, incur, assume or suffer to exist, any asset Lien, upon or with respect to any of its properties, now owned or hereafter acquired by itacquired, exceptprovided that the following shall be permitted except to the extent that they would encumber any interest in the Property in violation of other provisions of the Operative Documents: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement for taxes or assessments or other government charges or levies if not yet due and payable or if they are being contested in a principal amount not exceeding $1,000,000 individually good faith by appropriate proceedings and not exceeding $10,000,000 in the aggregatefor which appropriate reserves are maintained; (b) any Lien existing on Liens imposed by law, such as mechanic’s, materialmen’s, landlord’s, warehousemen’s and carrier’s Liens, and other similar Liens, securing obligations incurred in the date ordinary course of this Agreementbusiness which are not past due for more than thirty (30) days, listed on Schedule 5.06 or which are being contested in good faith by appropriate proceedings and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyfor which appropriate reserves have been established; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventLiens under workmen’s compensation, unemployment insurance, social security or similar laws (other than ERISA); (d) any Lien on any asset securing Debt incurred Liens, deposits or assumed pledges to secure the performance of bids, tenders, contracts (other than contracts for the purpose payment of financing all money), leases, public or any part statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds, or other similar obligations arising in the ordinary course of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofbusiness; (e) judgment and other similar Liens against assets other than the Property or any Lien on any asset part thereof in an aggregate amount not in excess of any corporation existing at $25,000,000 arising in connection with court proceedings; provided that the time such corporation is merged execution or consolidated with or into the Borrower or a Subsidiary and not created in contemplation other enforcement of such eventLiens is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings; (f) easements, rights-of-way, restrictions and other similar encumbrances which, in the aggregate, do not materially interfere with the occupation, use and enjoyment by NAI or any Lien existing on any asset prior to such Consolidated Subsidiary of the acquisition thereof by property or assets encumbered thereby in the Borrower normal course of its business or a Subsidiary and not created in contemplation materially impair the value of such acquisitionthe property subject thereto; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs Liens securing obligations of such refinancing, extension, renewal a Consolidated Subsidiary to NAI or refunding) and is not secured by any additional assetsto another such Consolidated Subsidiary; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by this subparagraph 3(C)(1) (and not encumbering the foregoing clauses Property) incurred in connection with the incurrence of this Section securing Debt in an additional Indebtedness or asserted to secure Unfunded Benefit Liabilities, provided that (a) the sum of the aggregate principal amount of all outstanding obligations secured by Liens incurred pursuant to this clause shall not at any time outstanding exceed ten percent (10%) of NAI consolidated net worth (determined in accordance with GAAP); and (b) such Liens do not to exceed $50,000,000.constitute Liens against NAI’s interest in any material Subsidiary or blanket Liens against all or substantially all of the inventory, receivables, general intangibles or equipment of NAI or of any material Subsidiary of NAI (for purposes of this clause, a “material Subsidiary” means any subsidiary whose assets represent a substantial part of the total assets of NAI and its Subsidiaries, determined on a consolidated basis in accordance with GAAP); and

Negative Pledge. Neither the Borrower nor The Company will not, and will not permit any --------------- Consolidated Subsidiary will to, create, incur, assume or suffer to exist any Lien on mortgage, pledge, security interest, encumbrance or other lien upon any asset property, now owned or hereafter acquired by itacquired, exceptof the Company or any Consolidated Subsidiary (the sale with recourse of receivables or any sale and lease back of any fixed assets being deemed to be the giving of a lien thereon for money borrowed), other than: (a) Liens liens existing on the date of this Agreement securing Debt outstanding on any property, provided that the date of this Agreement in a principal amount secured by any such lien is not exceeding $1,000,000 individually and not exceeding $10,000,000 in greater than the aggregate; (b) any Lien existing amount secured thereby on the date of this Agreement; (b) liens on any property (including but not limited to margin stock (within the meaning of Regulations G, listed on Schedule 5.06 T, U and securing Debt outstanding X of the Board of Governors of the Federal Reserve System)) hereafter acquired existing at the time of such acquisition or created within a period of 120 days following any such acquisition to secure or provide for the payment of any part of the purchase price thereof or liens to secure indebtedness incurred to fund or refund any liens within the scope of this subsection (b) provided that the amount secured by any such lien is not greater than the amount secured thereby on the date of this Agreement in a principal amount of at least $1,000,000 individuallysuch acquisition or within the 120 day period, as the case may be; (c) any Lien existing liens securing indebtedness of a Consolidated Subsidiary outstanding on any asset of any corporation at the time date that the Company acquires such corporation becomes a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary; (d) any Lien on any asset securing Debt incurred liens for taxes, assessments or assumed for the purpose of financing all governmental charges or any part of the cost of acquiring such assetlevies not yet due and payable or being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, provided that such Lien attaches to such asset concurrently with a reserve or within 90 days after the acquisition thereofother appropriate provision, if any, as shall be required by GAAP shall have been made therefor and no foreclosure, distraint, sale or other similar proceedings shall have been commenced; (e) any Lien on any asset statutory liens of any corporation existing at landlords and liens of carriers, warehousemen, mechanics and materialmen incurred in the time such corporation is merged ordinary course of business for sums not yet due or consolidated with being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, provided that a reserve or into the Borrower or a Subsidiary and not created in contemplation of such eventother appropriate provision, if any, as shall be required by GAAP shall have been made therefor; (f) any Lien existing on any asset prior liens incurred or deposits made in the ordinary course of business in connection with workmen's compensation, unemployment insurance and other types of social security, or to secure the acquisition thereof by performance of tenders, statutory obligations, surety and appeal bonds, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the Borrower or a Subsidiary and not created in contemplation payment of such acquisitionborrowed money); (g) any Lien arising out liens created hereafter in connection with borrowing or pledges of receivables which liens when added to all sales and discounting transactions contemplated by Section 5.7 do not in the refinancing, extension, renewal or refunding aggregate exceed 10% of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assetsConsolidated Net Worth; (h) Liens arising in the ordinary course liens, security interests and any other encumbrances on any of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;treasury shares; and (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easementsliens arising in connection with a Securitization permitted by Section 5.7 hereof, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, limited in each case which do not and will not interfere to the accounts therein or in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning trust or similar law or right reserved entity utilized to or vested in effect such Securitizations and to any governmental office or agency equipment giving rise to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000such accounts.

Negative Pledge. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien securing Debt on any asset now owned or hereafter acquired by it, or assign any right to receive income, except: (ai) Liens existing on the date of this Agreement securing Debt outstanding and disclosed on Schedule 5.08 attached hereto and any renewals or extensions thereof, provided that the date of this Agreement in a principal amount property covered thereby is not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregatechanged; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (cii) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and or is merged into or consolidated with an Borrower or a Subsidiary; provided that (i) such Lien is not created in contemplation of such event, (ii) such Lien shall not apply to any other property or asset of the Borrower or any of its Subsidiaries, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (diii) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, ; provided that (i) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereofor construction thereof and (ii) such Lien shall not apply to any other property or asset of the Borrower or any of its Subsidiaries; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fiv) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created primarily in contemplation of such acquisition; (gv) 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 SectionSection 5.08, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (hvi) Liens arising in securing judgments for the ordinary course payment of its business which (i) do money not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in constituting an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value Event of its assets or materially impair the use thereof in the operation of its businessDefault under Section 6.01(j); (ivii) Liens any Lien on cash and cash equivalents or with respect to the property or assets of any Subsidiary securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject obligations owing to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any another Subsidiary; (kviii) any interest or title rights of a lessor or sublessor under any lease of real estate offset and bankers’ liens in connection with Debt permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real propertyhereby; and (mix) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000ten percent (10%) of Consolidated Tangible Net Worth.

Negative Pledge. The Borrower will not create, assume or suffer to exist any Lien on any Investment in a Subsidiary now directly owned or hereafter directly acquired by the Borrower, except Liens created by the Collateral Documents and Liens described in clause (i) below. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any other asset now owned or hereafter acquired by it, it except: (a) Liens created by the Collateral Documents; (b) Liens existing on the date of this Agreement securing Debt outstanding that have attached (or that hereafter attach, pursuant to agreements in effect on the date of this Agreement hereof, to assets not owned by Persons subject to such agreements on the date hereof) securing Debt in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually900,000,000; (c) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (d) any Lien (created pursuant to an equipment trust agreement, conditional sale agreement, chattel mortgage or lease or otherwise) on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring acquiring, constructing or rebuilding such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) Liens created, assumed or existing on assets associated with real estate development projects or development joint ventures; (h) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (hi) inchoate tax Liens; (j) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 600,000,000 and (iii) do not in the aggregate materially detract from the value of its material assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000.

Negative Pledge. Neither the Borrower nor any Subsidiary will create, assume Create or suffer to exist any Lien on or with respect to any asset of its properties, whether now owned or hereafter acquired by itacquired, exceptor assign any right to receive income, other than: (ai) Liens existing on created pursuant to the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateLoan Documents; (bii) any Lien existing on Liens for taxes, assessments and governmental charges or levies to the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyextent not required to be paid under Section 5.01(b); (ciii) any Lien existing on any asset of any corporation at the time Liens imposed by law, such corporation becomes a Subsidiary as materialmen’s, mechanics’, carriers’, workmen’s and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary repairmen’s Liens and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) similar Liens arising in the ordinary course of its business which securing obligations that (iA) are not overdue for a period of more than 30 days and (B) individually or together with all other Permitted Liens outstanding on any date of determination do not secure Debt materially adversely affect the use of the property to which they relate; (iv) pledges or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not deposits in the aggregate materially detract from ordinary course of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (v) deposits to secure the value performance of its assets bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or materially impair the use thereof litigation), performance bonds and other obligations of a like nature incurred in the operation ordinary course of its business; (ivi) Liens securing judgments (or the payment of money) not constituting a Default under Section 6.01(f) or 6.01(g) or securing appeal or other surety bonds related to such judgments; (vii) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; (viii) Liens created or arising over any property (including Equity Interests of any Person) which is acquired, constructed or improved by such Loan Party; provided that (A) any such Lien is created or arises on or before 120 days after the completion of such acquisition, construction or improvement, (B) the Indebtedness secured thereby comprises only principal amounts raised for the purposes of such acquisition, construction or improvement, together with any costs, expenses, interest and fees incurred in relation thereto or a guaranty given in respect thereof and (C) any such Lien is confined solely to the property so acquired, constructed or improved, including any Equity Interest or other interest in any Person created for the purpose of acquiring, constructing or developing and holding such property; (ix) Liens over any property (including Equity Interests of any Person) at the time of the acquisition of such property by such Loan Party; provided that (A) any such Lien was not (or is not) created in connection with or in contemplation of such acquisition, (B) such Lien does not apply to any other property of such Loan Party and (C) such Lien secures only those obligations which it secures on the date of such acquisition; (x) Liens on property (including Equity Interests) of another Person in existence at the time such other Person becomes a Subsidiary of a Loan Party; provided that (A) the Liens may not extend to any other property owned by such Person and (B) such Liens were not (or are not) created in connection with or in contemplation of such Person becoming a Subsidiary; (xi) Liens on the administrative office of the Borrower located at (A) Contralmirante Montero 500 and ▇▇▇, ▇▇. ▇▇▇▇▇ de la República 4667, 4675, 4673, 4681, 4685, 4691 and 4699 and ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 905, 907, 909, 911, 915 and 925, Surquillo, Lima, Perú and (B) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇; (xii) Liens on property of Viva GyM S.A. solely in connection with financings for the purpose of construction, development or acquisition of a project or asset (including mortgages on or assignments in trust of real property, pledges or assignments in trust of such project cash flows or Equity Interests in entities formed in connection with such construction, development or acquisition and cash equivalents Liens on undeveloped land); (xiii) purchase money Liens upon or in any real property or equipment acquired or held by such Loan Party in the ordinary course of business to secure the purchase price of such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; provided, further, that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (xiii) shall not exceed the amount specified therefor in Section 5.02(b)(v)(C) at any time outstanding; (xiv) the Existing Liens; (xv) other Liens securing Derivatives ObligationsIndebtedness; provided that the aggregate principal amount of cash the Indebtedness secured by the Liens referred to in this clause (xv) shall not exceed (A) with respect to the Borrower, the amount specified therefore in Section 5.02(b)(v) (or its equivalent in other currencies) at any time outstanding and cash equivalents subject (B) with respect to any other Loan Party, an amount not to exceed U.S.$20,000,000 in the aggregate for such Liens may Loan Party (or its equivalent in other currencies) at any time outstanding; provided, further, that no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved such Lien shall extend to or vested in cover any governmental office or agency to control or regulate the use of any real propertyCollateral; and (mxvi) Liens not otherwise the replacement, extension or renewal of any Lien permitted by clauses (viii) through (xv) above upon or in the foregoing clauses of this Section securing Debt same property theretofore subject thereto or the replacement, extension or renewal (without increase in an aggregate the principal amount at or change in any time outstanding not to exceed $50,000,000direct or contingent obligor) of the Indebtedness secured thereby.

Negative Pledge. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing No Obligor nor any of the Material Subsidiaries may create or permit to subsist any Security Interest on the date any of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate;its assets. (b) Paragraph (a) does not apply to: (i) any Lien existing on lien arising by operation of law in the ordinary course of business and securing amounts not more than 30 days overdue; (ii) any Security Interest over the assets of any company which becomes a Material Subsidiary of an Obligor after the date of this Agreement, listed on Schedule 5.06 provided that: (A) the Security Interest is in existence prior to the date that it becomes a Material Subsidiary and securing Debt outstanding on is created otherwise than in contemplation of becoming a Material Subsidiary; (B) the principal amount secured thereby immediately prior to it becoming a Material Subsidiary of the relevant Borrower is not thereafter increased or its maturity extended; and (C) the relevant Obligor uses all reasonable endeavours to discharge or procure the discharge of that Security Interest as soon as reasonably practicable after the company is acquired; (iii) any Security Interest over any assets (or documents of title thereto) which are acquired by an Obligor or any Material Subsidiary of an Obligor subject to that Security Interest, provided that: (A) the Security Interest is in existence prior to the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary acquisition and not is created otherwise than in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (gB) the principal amount secured thereby immediately prior to that asset being acquired does not exceed either its then resale value or its original cost, and is not thereafter increased or its maturity extended; and (C) the relevant Obligor uses all reasonable endeavours to discharge or procure the discharge of that Security Interest as soon as reasonably practicable after the acquisition; (iv) any Lien Security Interest created to secure any excise or import taxes or duties owed to, or industrial grants made by, any state or state agency or authority; (v) Security Interests arising out of the refinancingrights of consolidation, extensioncombination, renewal netting or refunding of set-off over any Debt secured current and/or deposit accounts with a bank or financial institution, where it is necessary to agree to those rights in connection with a treasury management arrangement operated by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising an Obligor and/or its Material Subsidiaries in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessrisk management; (ivi) Liens any Security Interest resulting from retention of title or conditional sale arrangements which are contained in the normal terms of supply of a supplier of goods to an Obligor or its Material Subsidiary, where the goods are acquired by such Obligor or Material Subsidiary in the ordinary course of business and the arrangements do not constitute Financial Indebtedness; (vii) any Security Interest arising in the ordinary course of business of an Obligor or its Material Subsidiary in relation to that Obligor's or Material Subsidiary's participation in or trading on cash or through a clearing system or investment, commodity or stock exchange, where, in each case, the Security Interest arises under the rules or normal procedures or legislation governing the clearing system or exchange and cash equivalents securing Derivatives Obligationsneither with the intention of creating security nor in connection with the borrowing or raising of money; (viii) any Security Interest arising out of or in connection with pre-judgment legal process or a judicial award relating to security for costs; (ix) any Security Interest created by a Material Subsidiary in favour of an Obligor; or (x) any other Security Interests provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time secured by those Security Interests does not exceed $100,000,000; US$20,000,000 (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere its equivalent in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (kother currency) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000time.

Negative Pledge. Neither Holdings and the Borrower nor will not, and will not permit any Restricted Subsidiary will to, enter into any agreement, instrument, deed or lease that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien on upon any asset of their respective properties or revenues, whether now owned or hereafter acquired by itacquired, exceptfor the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by: (a) Liens existing on (i) Requirements of Law, (ii) any Loan Document, (iii) any documentation relating to any Permitted Receivables Financing, (iv) any documentation governing Incremental Equivalent Debt, (v) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, (vi) any documentation governing Indebtedness incurred pursuant to Sections 6.01(a)(v), 6.01(a)(viii) or 6.01(a)(xxvii) and (vii) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in clauses (i) through (vi) above; provided that with respect to Indebtedness referenced in (A) clauses (v) and (vii) above, such restrictions shall be no more restrictive in any material respect than the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually restrictions and not exceeding $10,000,000 conditions in the aggregateLoan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (v) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) any Lien customary restrictions and conditions existing on the date Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyany such restriction or condition; (c) any Lien existing on any asset restrictions and conditions contained in agreements relating to the sale of any corporation at the time such corporation becomes a Subsidiary or any assets pending such sale; provided that such restrictions and not created in contemplation of conditions apply only to the Subsidiary or assets that is or are to be sold and such eventsale is permitted hereunder; (d) any Lien on any asset securing Debt incurred or assumed for customary provisions in leases, licenses and other contracts restricting the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition assignment thereof; (e) restrictions imposed by any Lien on any asset of any corporation existing at agreement relating to secured Indebtedness permitted by this Agreement to the time extent such corporation is merged or consolidated with or into restriction applies only to the Borrower or a Subsidiary and not created in contemplation of property securing such eventIndebtedness; (f) any Lien existing on restrictions or conditions set forth in any asset prior to agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the acquisition thereof by the Borrower scope of any such restriction or a Subsidiary and condition); provided that such agreement was not created entered into in contemplation of such acquisitionPerson becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to Holdings, the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Lien arising out Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time 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 issuance and are imposed solely on such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) Restricted Subsidiary and is not secured by any additional assetsits Subsidiaries; (h) Liens arising restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets other restrictions on cash or materially impair the use thereof in the operation of its businessdeposits constituting Permitted Encumbrances); (i) Liens restrictions set forth on cash Schedule 6.07 and cash equivalents securing Derivatives Obligations; provided that any extension, renewal, amendment, modification or replacement thereof, except to the aggregate amount extent any such amendment, modification or replacement expands the scope of cash and cash equivalents subject to any such Liens may at no time exceed $100,000,000restriction or condition; (j) easements, rights of way, restrictions, encroachments, customary provisions in joint venture agreements and other minor defects or irregularities in title, in each case which do not similar agreements applicable to joint ventures permitted by Section 6.02 and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary;applicable solely to such joint venture; and (k) any interest or title customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as Holdings has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved Holdings and its Subsidiaries to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000meet their ongoing obligations.

Negative Pledge. Neither the The Borrower nor shall not, and shall not permit any Restricted Subsidiary will to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by itit (or any income therefrom or any right to receive income therefrom), except: (a) Liens existing on created pursuant to the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateCollateral Documents; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date Third Amendment and Restatement Effective Date and set forth in Schedule 7.02; provided that (i) such Lien shall not apply to any other property or asset of this Agreement, listed on Schedule 5.06 the Borrower or any Restricted Subsidiary and securing Debt outstanding (ii) such Lien shall secure only those obligations which it secures on the date of this Agreement in a principal amount of at least $1,000,000 individuallyThird Amendment and Restatement Effective Date ; (c) any Lien existing on any asset of any corporation at prior to the time acquisition thereof by the Borrower or a Restricted Subsidiary; provided that such corporation becomes a Subsidiary and Lien was not created in contemplation of such eventevent and does not extend to any other property of the Borrower or any Restricted Subsidiary; (d) any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary or merges into the Borrower or any of its Restricted Subsidiaries in connection with an Acquisition; provided that such Lien was not created in contemplation of such event and does not extend to any other property of the Borrower or any Restricted Subsidiary; (e) Liens upon the assets of the Borrower and its Restricted Subsidiaries subject to Capital Lease Obligations to the extent incurred or assumed after the Closing Date in reliance on Section 7.01(a)(iii); provided that (i) such Liens only serve to secure the payment of Indebtedness arising under such Capital Lease Obligation, (ii) the Lien encumbering the asset giving rise to the Capital Lease Obligation does not encumber any other asset of the Borrower or any Restricted Subsidiary and (iii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to this clause (e) and clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in reliance on this clause (e); (f) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, ; provided that (i) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereofor completion of construction thereof and attaches to no asset other than such asset so financed and (ii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to clause (e) and this clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in reliance on this clause (f); (eg) any Lien on any asset Liens securing Indebtedness of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Restricted Subsidiary and not created in contemplation of to the Borrower or any other Restricted Subsidiary; provided that such eventLiens, if they are on Collateral, are subordinated to the Liens securing the Obligations on terms satisfactory to the Administrative Agent; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (gh) 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, Permitted Refinancing; provided that the principal amount of such Debt Indebtedness is not increased (other than any increase reflecting the costs of and such refinancing, extension, renewal or refunding) and refinanced Indebtedness is not secured by any additional assets; (hi) Permitted Encumbrances; (j) other Liens securing Indebtedness or other obligations in an aggregate amount not exceeding $25,000,000 at any time outstanding; provided that any Indebtedness or other obligations secured by such other Liens on the Collateral shall not exceed $5,000,000 at any time outstanding; (k) so long as the same is subject to the ABL Intercreditor Agreement in the capacity of ABL Obligations, Liens on Collateral securing Indebtedness incurred pursuant to Section 7.01(a)(xiv) and any other “Secured Obligations” as defined in the ABL Facility; (l) Liens arising in the ordinary course of its business which (i) do not secure securing any Permitted First Priority Refinancing Debt or Derivatives Obligations, any Permitted Second Priority Refinancing Debt; (iim) do not secure so long as the Borrower’s Senior Secured Leverage Ratio shall be equal to or less than 3.50:1.00 on a Pro Forma Basis (including the incurrence of any obligation in an amount exceeding $200,000,000 and (iiiIndebtedness under Section 7.01(a)(xvii) 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;then being incurred)) (i) Liens on cash placed upon the Equity Interests of any Restricted Subsidiary to secure Indebtedness incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary and cash equivalents securing Derivatives Obligations(ii) Liens placed upon the assets of such Restricted Subsidiary or any of its Subsidiaries to secure Indebtedness (or to secure a Guarantee of such Indebtedness), in either case incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary; provided that a Senior Representative of the aggregate amount Indebtedness being secured by such Lien shall have become a party to the applicable Intercreditor Agreement; (n) the modification, replacement, extension or renewal of cash any Lien permitted by (b), (d), (e), (f) and cash equivalents (m) of this Section 7.02 upon or in the same assets theretofore subject to such Liens may at no time exceed $100,000,000Lien (other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.01 and proceeds and products thereof) or the Permitted Refinancing thereof or other obligations secured thereby as and to the extent permitted by Section 7.01; (jo) easements, rights Liens deemed to exist by reason of way, restrictions, encroachments, (x) any encumbrance or restriction (including put and other minor defects call arrangements) with respect to the Equity Interests of any joint venture or irregularities in title, in each case which do not and will not interfere in similar arrangement pursuant to any material respect with joint venture or similar agreement (including any Minority-Owned Affiliates) or (y) any encumbrance or restriction imposed under any contract for the ordinary conduct of the business of sale by the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease its Subsidiaries of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use Equity Interests of any real propertySubsidiary, or any business unit or division of the business or any Subsidiary permitted under this Agreement; provided that in each case such Liens shall extend only to the relevant Equity Interests; and (mp) other Liens on Collateral securing Indebtedness permitted to be incurred under Section 7.01(xi); provided that (i) on a Pro Forma Basis after giving effect to such incurrence, the Senior Secured Leverage Ratio would be equal to or less than 3.50:1.00 (provided, that any proceeds of such debt incurrence and any other substantially simultaneous debt incurrence shall not otherwise permitted be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio) and (ii) such Indebtedness is either (x) Permitted Pari Passu Notes or Junior Lien Indebtedness or (y) Permitted Pari Passu Term Loan Indebtedness; provided that, if any Permitted Pari Passu Term Loan Indebtedness is incurred pursuant to this clause (p) and the interest rate margins applicable to such Permitted Pari Passu Term Loan Indebtedness are more than 50 basis points greater than the then Applicable Rate for the Term Loans outstanding under this Agreement, the then Applicable Rate for such Term Loans shall be increased to the extent necessary so that the interest rate margins for the Permitted Pari Passu Term Loan Indebtedness incurred pursuant to this clause (p) are no more than 50 basis points greater than the then Applicable Rate for such Term Loans (provided that in determining the Applicable Rate applicable to the Term Loans and the interest rate margins applicable to the Permitted Pari Passu Term Loan Indebtedness, (x) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the foregoing clauses Borrower to the Lenders of the Term Loans or lenders of the Permitted Pari Passu Term Loan Indebtedness in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four (4)-year life to maturity), (y) customary arrangement or commitment fees payable to the Third Amendment and Restatement Joint Lead Arrangers (or their Affiliates) in connection with the Term Loans or to one or more arrangers (or their Affiliates) of the Permitted Pari Passu Term Loan Indebtedness shall be excluded and (z) if the LIBO Rate floor applicable to the Permitted Pari Passu Term Loan Indebtedness is higher than the LIBO Rate floor applicable to the Term Loans, the amount of such difference shall be deemed to be an increase to the Applicable Rate for the Permitted Pari Passu Term Loan Indebtedness for the purposes of determining compliance with this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000proviso.

Negative Pledge. Neither the (a) Borrower nor any Subsidiary will shall not create, assume assume, or suffer to exist allow any Lien (including any judicial lien) on any asset now owned or hereafter acquired by itUnencumbered Asset Pool Property, except: (a1) Liens existing on for taxes, assessments or governmental charges or levies, to the date of this Agreement securing Debt outstanding on extent that Borrower is not yet required to pay the date of this Agreement in a principal amount not exceeding $1,000,000 individually secured thereby, and not exceeding $10,000,000 in the aggregate;easements, covenants, conditions and restrictions, reciprocal easement and access agreements and similar agreements relating to ownership and operation; and (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h2) Liens imposed by law, such as carrier's, warehouseman's, mechanic's, materialman's and other similar liens, arising in the ordinary course of business in respect of obligations that are not overdue or are being actively contested in good faith by appropriate proceedings, as long as Borrower has established and maintained adequate reserves for the payment of the same and, by reason of nonpayment, no property of Borrower is in danger of being lost or forfeited; and (b) Borrower shall not create, assume or allow any negative pledge agreement in favor of any other Person affecting or relating to any Unencumbered Asset Pool Property. (c) Borrower shall have the right to contest in good faith by appropriate legal or administrative proceeding the validity of any prohibited Lien affecting its business which properties so long as (i) do not secure Debt or Derivatives Obligationsno Event of Default exists and is continuing, (ii) do not secure any obligation Borrower first deposits with Administrative Agent a bond or other security satisfactory to Administrative Agent in an the amount exceeding $200,000,000 and reasonably required by Administrative Agent; (iii) do not Borrower immediately commences its contest of such Lien and continuously pursues the contest in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; good faith and with due diligence; (iiv) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct foreclosure of the business Lien is stayed; and (v) Borrower pays any judgment rendered for the Lien claimant or other third party, unless such judgment has been stayed as the result of an appeal, within thirty (30) days after the entry of the judgment. Borrower will discharge or any Subsidiary; elect to contest and post an appropriate bond or other security within thirty (k30) any interest or title days of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted written demand by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000Administrative Agent.

Negative Pledge. Neither the Such Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by such Borrower existing on as of the date of this Agreement Initial Effective Date, securing Debt Indebtedness outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate100,000,000; (b) any the Lien existing on the date of this Agreement, listed on Schedule 5.06 and such Borrower’s Mortgage Indenture (if any) securing Debt Indebtedness outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyInitial Effective Date or issued thereafter; (c) any Lien existing on any asset of any corporation Person existing at the time such corporation becomes a Subsidiary Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to such Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (in) Liens on cash securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and cash equivalents securing Derivatives Obligations; not for speculative purposes, provided that the aggregate amount of cash and cash equivalents subject to such Liens may run in favor of a Lender hereunder or a Person who was, at no the time exceed $100,000,000of issuance, a Lender; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (mo) Liens not otherwise permitted by the foregoing clauses of this Section on assets of such Borrower securing Debt obligations in an aggregate principal or face amount at any time outstanding date not to exceed (i) in the case of each of the Company and Duke Energy Carolinas, $50,000,000750,000,000 and (ii) in the case of each other Borrower, $150,000,000; and (p) Liens on the fuel used by the Progress Borrowers in their power generating businesses.

Negative Pledge. Neither the The Borrower will not, nor will it permit any Subsidiary will of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any asset property of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired by itacquired, except: (ai) Liens created for the benefit of the Lenders; (ii) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (biii) Permitted Encumbrances; (iv) Liens on property (A) of a Subsidiary to secure only obligations owing to the Borrower or another such Subsidiary or (B) of any Lien existing on Person which becomes a Subsidiary after the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of provided that such Liens in this Agreement clause (B) are in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation existence at the time such corporation Person becomes a Subsidiary and were not created in contemplation of such eventanticipation thereof; (dv) Liens upon real and/or tangible personal property acquired after the Effective Date (by purchase, construction or otherwise) by the Borrower or any Lien of its Subsidiaries, each of which Liens either (A) existed on any asset securing Debt incurred such property before the time of its acquisition and was not created in anticipation thereof, or assumed (B) was created solely for the purpose of financing all securing Indebtedness representing, or any part of incurred to finance, refinance or refund, the cost (including the cost of acquiring construction) of such assetproperty; provided that no such Lien shall extend to or cover any property of the Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Borrower) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 90 days after the 18 months of acquisition thereof; (evi) any Lien Liens on any asset assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a any Subsidiary and not created in contemplation of under such eventlease; (fvii) any Lien existing on any asset prior to attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the acquisition thereof by the Borrower execution or a Subsidiary and not created in contemplation other enforcement of such acquisitionLiens in an aggregate amount exceeding $50,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (gviii) any Lien arising out of Liens securing Secured Nonrecourse Obligations; (ix) in addition to the refinancing, extension, renewal or refunding of any Debt secured by any Lien Liens permitted by any of in the foregoing clauses (i) through (viii) of this SectionSection 5.02(a), provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising incurred in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure of the Borrower and any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; Subsidiaries, provided that the aggregate amount of cash and cash equivalents subject Indebtedness secured by Liens pursuant to such Liens may this clause (ix) shall not at no any time exceed $100,000,000250,000; (jx) easementsany extension, rights renewal or replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business like property); and (xi) additional Liens upon real and/or personal property of the Borrower or any Subsidiary; of its Subsidiaries created after the Effective Date so long as Unsecured Debt (kas defined below) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount shall not, at any time outstanding not to time, exceed $50,000,000.Eligible Assets (as defined below). For the purposes of Section 5.02(a)(xi):

Negative Pledge. Neither the The Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing on as of the date of this Agreement Effective Date, securing Debt Indebtedness outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate100,000,000; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually[reserved]; (c) any Lien existing on any asset of any corporation Person existing at the time such corporation becomes a Subsidiary Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (in) Liens on cash securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and cash equivalents securing Derivatives Obligations; not for speculative purposes, provided that the aggregate amount of cash and cash equivalents subject to such Liens may run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at no the time exceed $100,000,000of issuance, a Lender; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (mo) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Borrower securing Debt obligations in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00015% of the Consolidated Net Assets of the Borrower; (p) [reserved]; and (q) Liens on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.

Negative Pledge. Neither the The Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing on as of the date of this Agreement Effective Date, securing Debt Indebtedness outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate100,000,000; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually[Reserved]; (c) any Lien existing on any asset of any corporation Person existing at the time such corporation becomes a Subsidiary Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights‑of‑way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (in) Liens on cash securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and cash equivalents securing Derivatives Obligations; not for speculative purposes, provided that the aggregate amount of cash and cash equivalents subject to such Liens may run in favor of a Lender hereunder or under the Master Credit Facility or a Person who was, at no the time exceed $100,000,000of issuance, a Lender; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (mo) Liens not otherwise permitted by the foregoing clauses of this Section on assets of the Borrower securing Debt obligations in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00015% of the Consolidated Net Assets of the Borrower; (p) [Reserved]; and (q) Liens on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.

Negative Pledge. Neither the Borrower Issuer nor any successor corporation will, or will permit any Subsidiary will (as hereinafter defined) to, create, assume assume, incur or suffer guarantee any indebtedness for borrowed money secured by a pledge, lien or other encumbrance (except for Permitted Liens, as hereinafter defined) on (i) the Voting Securities (as hereinafter defined) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, a Delaware corporation and a wholly owned subsidiary of the Issuer, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited, an English company and an indirect wholly owned subsidiary of the Issuer, Greenwood Trust Company, a Delaware chartered bank and an indirect wholly owned subsidiary of the Issuer, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, or any Subsidiary succeeding to exist any Lien on substantial part of the business now conducted by any asset now owned of such corporations (collectively, the "Principal Subsidiaries") or hereafter acquired by it(ii) Voting Securities of a Subsidiary that owns, except: directly or indirectly, Voting Securities of any of the Principal Subsidiaries (aother than directors' qualifying shares) Liens existing on unless the date of this Agreement securing Debt outstanding on Issuer shall cause the date of this Agreement in a principal amount not exceeding $1,000,000 individually Securities to be secured equally and not exceeding $10,000,000 in ratably with (or, at the aggregate; (bIssuer's option, prior to) any Lien existing on the date indebtedness secured thereby. "Subsidiary" means any corporation, partnership or other entity of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation which at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred determination the Issuer owns or assumed for the purpose of financing all controls directly or any part indirectly more than 50% of the cost shares of acquiring voting stock or equivalent interest. "Permitted Liens" means liens for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which is being contested in good faith or which are less than $1,000,000 in amount, liens created by or resulting from any litigation or legal proceeding which is currently being contested in good faith by appropriate proceedings or which involves claims of less than $1,000,000, deposits to secure (or in lieu of) surety, stay, appeal or customs bonds and such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after other liens as the acquisition thereof; (e) any Lien on any asset Board of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out Directors of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) Issuer determines do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct present value or control of the business Voting Securities subject thereto or affected thereby. "Voting Securities" means stock of any class or classes having general voting power under ordinary circumstances to elect a majority of the Borrower board of directors, managers or any Subsidiary; (k) any interest trustees of the Subsidiary in question, provided that, for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered voting stock whether or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000such event shall have happened."

Negative Pledge. Neither the The Borrower nor shall not, and shall not permit any Restricted Subsidiary will to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by itit (or any income therefrom or any right to receive income therefrom), except: (a) Liens existing on created pursuant to the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateCollateral Documents; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date Second Amendment and Restatement Date and set forth in Schedule 7.02; provided that (i) such Lien shall not apply to any other property or asset of this Agreement, listed on Schedule 5.06 the Borrower or any Restricted Subsidiary and securing Debt outstanding (ii) such Lien shall secure only those obligations which it secures on the date of this Agreement in a principal amount of at least $1,000,000 individuallySecond Amendment and Restatement Date; (c) any Lien existing on any asset of any corporation at prior to the time acquisition thereof by the Borrower or a Restricted Subsidiary; provided that such corporation becomes a Subsidiary and Lien was not created in contemplation of such eventevent and does not extend to any other property of the Borrower or any Restricted Subsidiary; (d) any Lien existing on any asset of any Person at the time such Person becomes a Restricted Subsidiary or merges into the Borrower or any of its Restricted Subsidiaries in connection with an Acquisition; provided that such Lien was not created in contemplation of such event and does not extend to any other property of the Borrower or any Restricted Subsidiary; (e) Liens upon the assets of the Borrower and its Restricted Subsidiaries subject to Capital Lease Obligations to the extent incurred or assumed after the Closing Date in reliance on Section 7.01(a)(iii); provided that (i) such Liens only serve to secure the payment of Indebtedness arising under such Capital Lease Obligation, (ii) the Lien encumbering the asset giving rise to the Capital Lease Obligation does not encumber any other asset of the Borrower or any Restricted Subsidiary and (iii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to this clause (e) and clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in reliance on this clause (e); (f) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, ; provided that (i) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereofor completion of construction thereof and attaches to no asset other than such asset so financed and (ii) the aggregate outstanding principal amount of all Indebtedness secured pursuant to clause (e) and this clause (f) after the Closing Date shall not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets determined as of the date of the most recent creation of a Lien in reliance on this clause (f); (eg) any Lien on any asset Liens securing Indebtedness of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Restricted Subsidiary and not created in contemplation of to the Borrower or any other Restricted Subsidiary; provided that such eventLiens, if they are on Collateral, are subordinated to the Liens securing the Obligations on terms satisfactory to the Administrative Agent; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (gh) 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, Permitted Refinancing; provided that the principal amount of such Debt Indebtedness is not increased (other than any increase reflecting the costs of and such refinancing, extension, renewal or refunding) and refinanced Indebtedness is not secured by any additional assets; (hi) Permitted Encumbrances; (j) other Liens arising securing Indebtedness or other obligations in an aggregate amount not exceeding $25,000,000 at any time outstanding; provided that any Indebtedness or other obligations secured by such other Liens on the ordinary course of its business which Collateral (i) do shall not secure Debt or Derivatives Obligations, exceed $5,000,000 at any time outstanding and (ii) do not secure any obligation in an shall either (A) be secured on a junior priority basis to the Liens on the Collateral securing the Secured Obligations or (B) cause the Borrowing Base to be reduced by the amount exceeding $200,000,000 and of the obligations secured by such Liens on the Collateral; (iiik) do not so long as the same is subject to the Term Loan Intercreditor Agreement in the aggregate materially detract from capacity of Fixed Asset Obligations, Liens on Collateral securing Indebtedness incurred pursuant to Section 7.01(a)(xiv); (l) [Reserved]; (m) so long as the value Borrower’s Senior Secured Leverage Ratio shall be equal to or less than 3.50:1.00 on a Pro Forma Basis (including the incurrence of its assets or materially impair the use thereof in the operation of its business;any Indebtedness under Section 7.01(a)(xvii) then being incurred)) (i) Liens on cash placed upon the Equity Interests of any Restricted Subsidiary to secure Indebtedness incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary and cash equivalents securing Derivatives Obligations(ii) Liens placed upon the assets of such Restricted Subsidiary or any of its Subsidiaries to secure Indebtedness (or to secure a Guarantee of such Indebtedness), in either case incurred pursuant to Section 7.01(a)(xvii) in connection with the acquisition of such Restricted Subsidiary; provided that such Liens shall be subject to the aggregate amount Term Loan Intercreditor Agreement in the capacity of, or on terms substantially the same as are applicable to, Fixed Asset Obligations; (n) the modification, replacement, extension or renewal of cash any Lien permitted by (b), (d), (e), (f) and cash equivalents (m) of this Section 7.02 upon or in the same assets theretofore subject to such Liens may at no time exceed $100,000,000Lien (other than after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.01 and proceeds and products thereof) or the Permitted Refinancing thereof or other obligations secured thereby as and to the extent permitted by Section 7.01; (jo) easements, rights Liens deemed to exist by reason of way, restrictions, encroachments, (x) any encumbrance or restriction (including put and other minor defects call arrangements) with respect to the Equity Interests of any joint venture or irregularities in title, in each case which do not and will not interfere in similar arrangement pursuant to any material respect with joint venture or similar agreement (including any Minority-Owned Affiliates) or (y) any encumbrance or restriction imposed under any contract for the ordinary conduct of the business of sale by the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease its Subsidiaries of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use Equity Interests of any real propertySubsidiary, or any business unit or division of the business or any Subsidiary permitted under this Agreement; provided that in each case such Liens shall extend only to the relevant Equity Interests; and (mp) so long as the same is subject to the Term Loan Intercreditor Agreement in the capacity of Fixed Asset Obligations, other Liens on Collateral securing Indebtedness permitted to be incurred under Section 7.01(xi); provided that (i) on a Pro Forma Basis after giving effect to such incurrence, the Senior Secured Leverage Ratio would be equal to or less than 3.50:1.00 (provided that any proceeds of such debt incurrence and any other substantially simultaneous debt incurrence shall not otherwise permitted by be netted from Consolidated Senior Secured Indebtedness for purposes of calculating the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000Senior Secured Leverage Ratio).

Negative Pledge. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien securing Debt on any asset now owned or hereafter acquired by it, or assign any right to receive income, except: (ai) Liens existing on the date of this Agreement securing Debt outstanding and disclosed on Schedule 5.08 attached hereto and any renewals or extensions thereof, provided that the date of this Agreement in a principal amount property covered thereby is not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregatechanged; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (cii) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and or is merged into or consolidated with an Borrower or a Subsidiary; provided that (i) such Lien is not created in contemplation of such event, (ii) such Lien shall not apply to any other property or asset of the Borrower or any of its Subsidiaries, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (diii) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, ; provided that (i) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereofor construction thereof and (ii) such Lien shall not apply to any other property or asset of the Borrower or any of its Subsidiaries; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fiv) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created primarily in contemplation of such acquisition; (gv) 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 SectionSection 5.08, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (hvi) Liens arising in securing judgments for the ordinary course payment of its business which (i) do money not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in constituting an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value Event of its assets or materially impair the use thereof in the operation of its businessDefault under Section 6.01(j); (ivii) Liens any Lien on cash and cash equivalents or with respect to the property or assets of any Subsidiary securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject obligations owing to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any another Subsidiary; (kviii) any interest or title rights of a lessor or sublessor under any lease of real estate offset and bankers’ liens in connection with Debt permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real propertyhereby; and (mix) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000ten percent (10%) of Consolidated Tangible Net Worth.

Negative Pledge. Neither the Such Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by such Borrower existing on as of the date of this Agreement Effective Date securing Debt Indebtedness outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate100,000,000; (b) any the Lien existing on the date of this Agreement, listed on Schedule 5.06 and such Borrower’s Mortgage Indenture (if any) securing Debt Indebtedness outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyEffective Date or issued hereafter; (c) any Lien existing on any asset of any corporation Person existing at the time such corporation becomes a Subsidiary Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to such Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (in) Liens on cash securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and cash equivalents securing Derivatives Obligations; not for speculative purposes, provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities run in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title favor of a lessor Bank hereunder or sublessor under any lease a Person who was, at the time of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real propertyissuance, a Bank; and (mo) Liens not otherwise permitted by the foregoing clauses of this Section on assets of such Borrower securing Debt obligations in an aggregate principal or face amount at any time outstanding date not to exceed (i) in the case of each of Cinergy, CG&E and PSI Energy, $150,000,000 and (ii) in the case of ULH&P, $50,000,000.

Negative Pledge. Neither the The Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date Lien of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateUmbrella Mortgage; (b) any Lien existing on that qualifies as an “Excepted Encumbrance” under Section 1.06 of the date Umbrella Mortgage, provided that foreclosure of this Agreementany Liens for taxes, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyassessments or other governmental charges so qualifying shall have been effectively stayed; (c) any Lien existing on the Borrower’s interest in facilities securing Debt incurred or assumed for the purpose of financing all or any asset part of any corporation at the time cost of acquiring such corporation becomes a Subsidiary and not created facilities, provided that the interest on such Debt is exempt from tax under the Internal Revenue Code as in contemplation of effect when such eventDebt is incurred or assumed; (d) any Lien on the Borrower’s interest in Pollution Bonds or cash or cash equivalents securing (i) the obligation of the Borrower to reimburse the issuer of a Pollution LC for a drawing on such Pollution LC for the purpose of purchasing Pollution Bonds or (ii) the obligation of the Borrower to reimburse or repay amounts advanced under any facility entered into to provide liquidity or credit support for any issue of Pollution Bonds; (e) any Lien on any asset securing Debt of the Borrower incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (ef) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fg) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (gh) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt of the Borrower secured by any Lien permitted by any of the foregoing clauses (b) through (g), inclusive, of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (hi) Liens arising in incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt or Derivatives Obligationsobligations under Hedging Agreements, (ii) do not secure any single obligation (or series of related obligations) in an amount exceeding $200,000,000 100,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (ij) Liens on cash and cash equivalents securing Derivatives Obligationsobligations under Hedging Agreements; provided that the aggregate amount of cash and cash equivalents subject to such Liens may permitted by this clause (j) shall at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary75,000,000; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an of the Borrower and Liens not permitted by clause (j) above on cash and cash equivalents securing obligations under Hedging Agreements; provided that the sum of (i) the aggregate principal amount of Debt secured by such Liens and (ii) the aggregate amount of cash and cash equivalents subject to Liens not permitted by clause (j) above securing obligations under Hedging Agreements shall not at any time outstanding exceed 7.5% of Tangible Net Worth; (l) the right of the counterparty to two or more Hedging Agreements with the Borrower to close out such Hedging Agreements if applicable margin or other requirements are not met and apply any proceeds thereof to exceed $50,000,000any resulting balance due; (m) Liens on cash and letters of credit securing obligations under Commodity Forward Contracts; and (n) the right of the counterparty to two or more Commodity Forward Contracts to close out such Commodity Forward Contracts if applicable margin or other requirements are not met and apply any proceeds thereof to any resulting balance due.

Negative Pledge. Neither the Borrower No Loan Party nor any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Agreement, in a principal amount not exceeding $1,000,000 individually each case as described and not exceeding $10,000,000 in the aggregateprincipal amounts set forth on Schedule 5.13; (b) any Lien existing on Liens for taxes, assessments or similar charges, incurred in the date ordinary course of this Agreement, listed on Schedule 5.06 business that are not yet due and securing Debt outstanding on the date of this Agreement payable or that are being contested in a principal amount of at least $1,000,000 individuallygood faith and with due diligence by appropriate proceedings; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien existing on prior to any asset of Collateral Documents (including any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventTimberland Collateral Documents); (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents (including any Timberland Collateral Documents); or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established reserves reasonably satisfactory to the Administrative Agent and which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or Collateral Documents (including any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofTimberland Collateral Documents); (e) good faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, 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 Lien on Collateral Document (including any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventTimberland Collateral Documents); (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (hg) Liens arising in the ordinary course encumbrances consisting of its business which (i) do not secure Debt zoning restrictions, easements or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair other restrictions on the use thereof 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; (h) (1) that certain Wood Fiber Supply Agreement dated July 1, 2000, between St. ▇▇▇ Timberland and Jefferson Smurfit Corporation; and (2) timber or fiber supply agreements which when combined with all other timber or fiber supply agreements entered into after the date of this Agreement encumber less than 50,000 acres in the aggregate unless approved by the Administrative Agent (which consent shall not be unreasonably withheld); (i) Liens any Lien on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000Margin Stock; (j) easements, rights any Lien imposed as a result of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with a taking under the ordinary conduct exercise of the business power of the Borrower eminent domain by any governmental body or by any SubsidiaryPerson acting under governmental authority; (k) agreements executed by a Qualified SPE and not by any interest or title of Loan Party relating to a lessor or sublessor under any lease of real estate permitted hereunderQualified Installment Sale Transaction; (l) any zoning or similar law or right reserved to or vested Liens on not more than 25,000 acres of Land in any governmental office or agency to control or regulate the use of any real property; and aggregate (mthe “Encumbered Land”) Liens not otherwise permitted securing Debt (other than indebtedness represented by the foregoing clauses of this Notes) permitted under Section securing Debt 5.30(d) in an aggregate principal amount at any time outstanding not to exceed $50,000,000125,000,000; (m) any Lien created by that certain Agreement dated October 27, 2006, between The St. ▇▇▇ Company and the Florida Department of Transportation regarding the conveyance of approximately 4,000 acres for transportation purposes; (n) Liens securing the Administrative Agent and the Lenders created or arising under the Loan Documents. Notwithstanding anything contained in this Section 5.13 to the contrary, no Loan Party or any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on the Collateral except Liens in favor of the Secured Parties under the Collateral Documents and the Permitted Encumbrances.

Negative Pledge. Neither the The Borrower will not, nor will it permit any Subsidiary will to, create, incur, assume or suffer to exist any Lien in, of or on any asset property of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired by itacquired, except: (ai) Liens created for the benefit of the Lenders; (ii) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (biii) Permitted Encumbrances; (iv) Liens on property of a Subsidiary of the Borrower to secure only obligations owing to the Borrower or another such Subsidiary or Liens on property of any Lien existing on Person which becomes a Subsidiary of the Borrower after the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement provided that such Liens are in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation existence at the time such corporation Person becomes a Subsidiary of the Borrower and were not created in contemplation of such eventanticipation thereof; (dv) Liens upon real and/or tangible personal property acquired after the date hereof (by purchase, construction or otherwise) by the Borrower or any Lien of its Subsidiaries, each of which Liens either (A) existed on any asset securing Debt incurred such property before the time of its acquisition and was not created in anticipation thereof, or assumed (B) was created solely for the purpose of financing all securing Indebtedness representing, or any part of incurred to finance, refinance or refund, the cost (including the cost of acquiring construction) of such assetproperty; provided that no such Lien shall extend to or cover any property of the Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Borrower) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 90 days after the 18 months of acquisition thereof; (evi) any Lien Liens on any asset assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of under such eventlease; (fvii) any Lien existing on any asset prior to attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the acquisition thereof by the Borrower execution or a Subsidiary and not created in contemplation other enforcement of such acquisitionLiens in an aggregate amount exceeding $25,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (gviii) any Lien arising out of Liens securing Secured Nonrecourse Obligations, (ix) in addition to the refinancing, extension, renewal or refunding of any Debt secured by any Lien Liens permitted by any of in the foregoing clauses (i) through (vii) of this SectionSection 5.02(a), provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising incurred in the ordinary course of business of the Borrower and its business which (i) do not secure Debt or Derivatives ObligationsSubsidiaries, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject Indebtedness secured by Liens pursuant to such Liens may this clause (ix) shall not at no any time exceed $100,000,000250,000; (jx) easementsany extension, rights renewal or replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of waylike property), restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business and (xi) additional Liens upon real and/or personal property of the Borrower or any Subsidiary; such Subsidiary created after the date hereof so long as Unsecured Debt (kas defined below) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount shall not, at any time outstanding not to time, exceed $50,000,000.Eligible Assets (as defined below). For the purposes of Section 5.02(a)(xi):

Negative Pledge. Neither After the Closing Date, neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) any Lien existing prior to the Closing Date securing Debt; PROVIDED that the Liens existing created by OrNda's Existing Credit Agreement shall be released on or before the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateClosing Date; (b) any Lien existing on bonds issued by the date of this Agreement, listed on Schedule 5.06 Metrocrest Hospital Authority (and securing Debt outstanding on related proceeds and other distributions) granted to secure the date of this Borrower's obligations under the Metrocrest Reimbursement Agreement in a principal amount of at least $1,000,000 individuallyand the Securities Pledge and Security Agreement referred to therein; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any clause (a) above; PROVIDED that (i) the principal amount of the foregoing clauses of this Section, provided that such Debt is not increased and (other than any increase reflecting the costs of ii) such refinancing, extension, renewal or refunding) and Debt is not secured by any additional assets; (hd) if the letters of credit issued pursuant to the Metrocrest Reimbursement Agreement are replaced by other letters of credit issued for the same purpose, any Lien securing the Borrower's obligations under the reimbursement agreement relating to such replacement letters of credit; PROVIDED that (i) the aggregate amount of such letters of credit is not increased and (ii) the Borrower's obligations under the related reimbursement agreement are not secured or required to be secured by any assets except the assets by which the Borrower's obligations under the Metrocrest Reimbursement Agreement are secured or required to be secured; (e) any Lien securing Non-Recourse Purchase Money Debt; (f) any Lien on assets of a Person which becomes a Subsidiary after the Closing Date; PROVIDED that such Lien secures only (i) Debt of such Person that is outstanding when such Person becomes a Subsidiary and was not created in contemplation of such event or (ii) Debt incurred solely for the purpose of refinancing Debt described in the foregoing clause (i); (g) carriers', warehousemen's, mechanics', transporters, materialmen's, repairmen's or other like Liens arising in the ordinary course of business; (h) any Lien imposed by any governmental authority for taxes, assessments, governmental charges, duties or levies not delinquent or which are being contested in good faith and by appropriate proceedings; PROVIDED that adequate reserves with respect thereto are maintained on the books of the Borrower and its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation Subsidiaries in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessaccordance with GAAP; (i) Liens on cash and cash equivalents securing Derivatives Obligationsobligations of the Borrower and its Subsidiaries with respect to workers' compensation, malpractice and other insurance policies; provided PROVIDED that the aggregate amount of cash and cash equivalents subject to such Liens may at no time not exceed $100,000,00035,000,000 at any time; (j) easementsLiens arising in the ordinary course of business (other than Liens permitted by clause (g), rights of way, restrictions, encroachments, and other minor defects (h) or irregularities in title, in each case (i) above) which (i) do not secure Financial Obligations, (ii) do not secure any single obligation in an outstanding amount exceeding $10,000,000 and will (iii) do not interfere secure obligations in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiaryan aggregate outstanding amount exceeding $50,000,000; (k) Liens on cash and cash equivalents securing Hedging Obligations, PROVIDED that the aggregate amount of cash and cash equivalents subject to such Liens may not exceed $50,000,000 at any interest or title of a lessor or sublessor under any lease of real estate permitted hereundertime; (l) any zoning Lien on cash and cash equivalents securing LC Reimbursement Obligations pursuant to Section 6.03; (m) any Lien on an asset leased by the Borrower or similar law or right reserved a Subsidiary under a capital lease securing its obligations as lessee under such capital lease; (n) any Lien on any asset of a Subsidiary securing Debt owed to or vested in any governmental office or agency to control or regulate the use of any real propertyBorrower; and (mo) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt; PROVIDED that, immediately after any such Debt in an is incurred, the aggregate outstanding principal or face amount at any time outstanding of all Debt secured pursuant to this clause (o) shall not to exceed $50,000,00015,000,000.

Negative Pledge. Neither the Such Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by such Borrower existing on as of the date of this Agreement Initial Effective Date, securing Debt Indebtedness outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate100,000,000; (b) any the Lien existing on the date of this Agreement, listed on Schedule 5.06 and such Borrower’s Mortgage Indenture (if any) securing Debt Indebtedness outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyInitial Effective Date or issued thereafter; (c) any Lien existing on any asset of any corporation Person existing at the time such corporation becomes a Subsidiary Person is merged or consolidated with or into such Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by such Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of except by accrued interest, prepayment premiums and fees and expenses incurred in connection with such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (l) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of business; (m) other Liens including Liens imposed by Environmental Laws arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to such Borrower and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (in) Liens on cash securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and cash equivalents securing Derivatives Obligations; not for speculative purposes, provided that the aggregate amount of cash and cash equivalents subject to such Liens may run in favor of a Lender hereunder or a Person who was, at no the time exceed $100,000,000of issuance, a Lender; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (mo) Liens not otherwise permitted by the foregoing clauses of this Section on assets of such Borrower securing Debt obligations in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00015% of the Consolidated Net Assets of such Borrower; (p) Liens on the fuel used by the Progress Borrowers in their power generating businesses; and (q) Liens on regulatory assets up to the amount approved by state legislatures and/or regulatory orders.

Negative Pledge. Neither the Borrower Company nor any Consolidated Subsidiary will create, incur, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on any Lien created under the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateLoan Documents; (b) any Lien Liens existing on the date of this Agreement, listed on Schedule 5.06 and Restatement Effective Date securing Debt Indebtedness outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyRestatement Effective Date and set forth on Schedule 6.02; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt Indebtedness (including Capital Lease Obligations) incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof, and, in addition, (i) any other Lien deemed to exist under a Capital Lease Obligation permitted under Sections 6.01 and 6.06 and (ii) any other Lien deemed to exist under a capital lease that does not constitute a Capital Lease Obligation; (d) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such corporation becoming a Consolidated Subsidiary, (ii) such Lien shall not apply to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date such corporation becomes a Consolidated Subsidiary and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower Company or a any Consolidated Subsidiary and not created in contemplation of such event; provided that such Lien shall not extend to other properties or assets of the Company or any Subsidiary and shall secure only those obligations which it secures on the date of such merger or consolidation and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or a any Consolidated Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising for taxes that are not yet subject to penalties for non-payment or are being contested in good faith, or minor survey exceptions or minor encumbrances, easements or other rights of others with respect to, or zoning or other governmental restrictions as to the use of, real property that do not, in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligationsaggregate, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof of such property in the operation of its businessthe businesses of the Company and the Subsidiaries; (i) (x) Liens on cash arising out of judgments or awards against the Company or any Subsidiary with respect to which the Company or such Subsidiary is, in good faith, prosecuting an appeal or proceedings for review and cash equivalents securing Derivatives Obligations(y) Liens incurred by the Company or any Subsidiary for the purpose of obtaining a stay or discharge in any legal proceeding to which the Company or any Subsidiary is a party; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt clause (y) shall not secure obligations in an aggregate principal amount at any time outstanding not to exceed $50,000,000.in excess of 5% of Consolidated Tangible Net Worth;

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

Negative Pledge. (a) Neither the Parent nor the Borrower shall, and neither the Parent nor the Borrower shall permit any other Loan Party or Subsidiary will to, (i) create, assume assume, incur, permit or suffer to exist any Lien on any asset Borrowing Base Asset or any direct or indirect ownership interest of the Borrower in any Person owning any Borrowing Base Asset, now owned or hereafter acquired, except for Permitted Liens or (ii) permit any Borrowing Base Asset or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Asset, to be subject to a Negative Pledge if such Negative Pledge prohibits or purports to prohibit the creation of a Lien on such Borrowing Base Asset or ownership interest as security for the Obligations. (b) Neither the Parent nor the Borrower, and neither the Parent nor the Borrower shall permit any other Loan Party or any other Subsidiary to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired by itif immediately prior to the creation, except: (a) Liens existing on assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the date of this Agreement securing Debt outstanding on the date of this Agreement covenants contained in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually;Section 10.1. (c) If notwithstanding the immediately preceding clause (a), any Borrowing Base Asset becomes subject to a Lien existing on any asset causing such Borrowing Base Asset to no longer satisfy the definition of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred Eligible Property, Unencumbered Mortgage Receivable or assumed for the purpose of financing all or any part of the cost of acquiring such assetUnencumbered Cash, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into as applicable, then the Borrower or the applicable Subsidiary shall cause the Obligations to be secured equally and ratably with all other obligations secured by such Lien, and in any case the Lenders shall have the benefit, to the full extent that and with such priority as, the Lenders may be entitled under Applicable Law, of an equitable Lien on such Borrowing Base Asset as security for the Obligations. The grant of a Subsidiary and Lien pursuant to this Section 10.2.(c) shall not created in contemplation be deemed to cure any Default or Event of Default occurring as a result of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents Borrowing Base Asset becoming subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000Lien.

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Subsidiary will of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien on any asset of its assets or property now owned or hereafter acquired by itor, except: (a) Liens existing securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the date priority of payments set forth in Section 2.21 and Section 8.2(a) of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyPermitted Encumbrances; (c) any Lien Liens on any property or asset of the Borrower or any Restricted Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventRestricted Subsidiary; (d) purchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (e) Liens on any asset securing Debt existing at the time of acquisition of such asset by Borrower or a Restricted Subsidiary of Borrower, or Liens to secure the payment of all or any part of the purchase price of an asset upon the acquisition of such asset by Borrower or a Restricted Subsidiary of Borrower or to secure any Indebtedness permitted hereby incurred by Borrower or assumed a Restricted Subsidiary of Borrower at the time of or with ninety days after the acquisition of such asset, which Indebtedness is incurred for the purpose of financing all or any part of the cost purchase price thereof; provided, however, that the Lien shall apply only to the asset so acquired and proceeds thereof; and provided further, that all such Liens do not in the aggregate secure Indebtedness in excess of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) $15,000,000 at any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventtime; (f) any Lien existing Liens on any asset prior to assets of a Person that becomes a direct or indirect Restricted Subsidiary of Borrower after the acquisition thereof by date of this Agreement, provided, however, that such Liens exist at the time such Person becomes a Restricted Subsidiary of Borrower or a Subsidiary and are not created in contemplation anticipation thereof and, in any event, do not in the aggregate secure Indebtedness in excess of such acquisition$10,000,000 at any time; (g) any Lien arising out Liens on the Capital Stock and/or assets of the refinancing, extension, renewal or refunding of any Debt secured by any Lien Real Estate Subsidiaries in connection with Indebtedness permitted by any of the foregoing clauses of this Sectionhereunder so long as, provided that such Debt is not increased (other than any increase reflecting Liens attach only to the costs real property financed by such Indebtedness and or the Capital Stock and/or assets related to such real property of such refinancingReal Estate Subsidiaries, extension, renewal or refunding) and is not secured by any additional assetsas the case may be; (h) other Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation securing Indebtedness permitted hereunder in an amount exceeding not to exceed $200,000,000 and (iii) do not 20,000,000 in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;at any time outstanding; and (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easementsextensions, rights of wayrenewals, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use replacements of any real property; and Lien referred to in paragraphs (ma) Liens not otherwise permitted by the foregoing clauses through (d) of this Section securing Debt in an aggregate 7.2; provided, that the principal amount at of the Indebtedness secured thereby is not increased and that any time outstanding not such extension, renewal or replacement is limited to exceed $50,000,000the assets originally encumbered thereby.

Negative Pledge. Neither The Borrower will not, and the Borrower nor will not permit any Restricted Subsidiary will to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement granted by the Borrower or any Restricted Subsidiary and securing Debt Indebtedness or other obligations outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation Person existing at the time such corporation becomes a Person is merged or consolidated with or into the Borrower or any Restricted Subsidiary and not created in contemplation of such event; (c) any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary and not created in contemplation of such acquisition; (d) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 365 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness or other obligations secured by any Lien otherwise permitted by any of the foregoing clauses of this Section, Section 5.07; provided that the principal amount of such Debt Indebtedness or the amount of such other obligation, as applicable, is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (f) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (g) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings that are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (h) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (i) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (j) Liens with respect to judgments and attachments that do not result in an Event of Default; (k) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of its business; (l) other Liens, including Liens imposed by Environmental Laws, arising in the ordinary course of business which of the Borrower or such Restricted Subsidiary that (i) do not secure Debt or Derivatives ObligationsIndebtedness, (ii) do not secure any obligation obligations in an aggregate amount exceeding $200,000,000 100,000,000 at any time at which Investment Grade Status does not exist as to the Borrower, and (iii) do not in the aggregate materially detract from the value of its the assets of the Borrower or such Restricted Subsidiary or materially impair the use thereof in the operation of its business; (im) Liens required pursuant to the terms of this Agreement; (n) Liens on Permitted Cash Collateral securing only Cash Collateralized Term Loans; (o) Liens on and pledges of the Equity Securities of any joint venture owned by the Borrower or any Restricted Subsidiary (other than any such joint venture that is a Consolidated Subsidiary) to the extent securing Indebtedness of such joint venture that is non-recourse to the Borrower or any Restricted Subsidiary; (p) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents securing Derivatives Obligations; provided that on deposit in one or more accounts maintained by the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects Borrower or irregularities in titleany Restricted Subsidiary, in each case which do not and will not interfere granted in any material respect with the ordinary conduct course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; (q) Liens incurred in the ordinary course of business to secure liability for premiums to insurance carriers or to maintain self-insurance; (r) Liens in favor of the Borrower or any Subsidiaryof its wholly-owned Restricted Subsidiaries; (ks) any interest or title rights of a lessor or sublessor under any lease first refusal entered into in the ordinary course of real estate permitted hereunderbusiness; (lt) any zoning letter of credit issued for the account of the Borrower or similar law or right reserved any of its Affiliates to or vested in any governmental office or agency to control or regulate the use of any real propertysecure Indebtedness under tax free financings; and (mu) Liens not otherwise permitted by the foregoing clauses of this Section 5.07 securing Debt obligations in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00015% of Consolidated Net Tangible Assets; provided, for the purposes of this Section 5.07(u), with respect to any such secured Indebtedness of a non-wholly owned Subsidiary of the Borrower with no recourse to the Borrower or any wholly-owned Subsidiary thereof, only that portion of such Indebtedness reflecting the Borrower’s pro rata ownership interest therein shall be included in calculating compliance herewith.

Negative Pledge. Neither None of the Borrower nor Borrower, any Covered Subsidiary or any Significant Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on as of the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateEffective Date; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset (other than Liens created to finance or refinance the cost of acquiring the equity interests and other assets acquired or to be acquired pursuant to the Caesars Acquisition Agreement) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such assetasset (it being understood that, provided that for this purpose, the acquisition of a Person is also an acquisition of the assets of such Person); PROVIDED THAT the Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof, or such longer period, not to exceed 12 months, due to the Borrower's inability to retain the requisite governmental approvals with respect to such acquisition; provided further that, in the case of real estate, (i) the Lien attaches within 12 months after the latest of the acquisition thereof, the completion of construction thereon or the commencement of full operation thereof and (ii) the Debt so secured does not exceed the sum of (x) the purchase price of such real estate plus (y) the costs of such construction; (ed) any Lien on any asset of any corporation or other business entity (including without limitation the Persons acquired pursuant to the Caesars Acquisition Agreement) existing at the time such corporation or other business entity is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (gf) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than to cover any increase reflecting the transaction costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000.

Negative Pledge. (a) Neither IR Parent nor the Borrower will, nor will it permit any Restricted Subsidiary will to, create, assume or suffer to exist guarantee any Lien indebtedness for money borrowed secured by a Mortgage on any asset Principal Property of the Borrower, IR Parent or any Restricted Subsidiary or on any shares or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares or indebtedness are now owned or hereafter acquired acquired) without, in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Loans and the obligations of the Loan Parties hereunder and under the Notes (together, if the Borrower or IR Parent shall so determine, with any other indebtedness then or thereafter existing created, assumed or guaranteed by itthe Borrower, except:IR Parent or such Restricted Subsidiary ranking equally with the Loans and the obligations of the Loan Parties hereunder and under the Notes) shall be secured equally and ratably with such indebtedness, excluding, however, from the foregoing any indebtedness secured by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness): (ai) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this Agreementproperty, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset shares or indebtedness of any corporation which Mortgage exists at the time such corporation becomes a Restricted Subsidiary; or (ii) on property existing at the time of acquisition thereof by the Borrower, IR Parent or a Restricted Subsidiary, or securing any indebtedness incurred by the Borrower, IR Parent or a Restricted Subsidiary and not created in contemplation prior to, at the time of or within 180 days after the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such event; (d) any Lien on any asset securing Debt property, which indebtedness is incurred or assumed for the purpose of financing all or any part of the cost purchase price thereof or construction or improvements thereon; provided, however, that in the case of acquiring any such assetacquisition, provided that construction or improvement the Mortgage shall not apply to any property theretofore owned by the Borrower, IR Parent or a Restricted Subsidiary, other than, in the case of any such Lien attaches to such asset concurrently with construction or within 90 days after improvement, any theretofore unimproved real property on which the acquisition thereof;property so constructed, or the improvement, is located; or (eiii) any Lien on any asset property, shares or indebtedness of any corporation existing a corporation, which Mortgage exists at the time such corporation is merged into or consolidated with or into the Borrower 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 and not created in contemplation to secure indebtedness of such event;Restricted Subsidiary to the Borrower, IR Parent or another Restricted Subsidiary; or (fv) any Lien existing on any asset prior to property of the acquisition thereof by the Borrower Borrower, IR Parent or a Restricted Subsidiary and not created in contemplation favor of the United States of America or any state thereof or Bermuda or the jurisdiction of organization of IR Parent, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof or Bermuda or the jurisdiction of organization of IR Parent, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such acquisition;Mortgage; or (gvi) any Lien arising out on property, which Mortgage exists at the date of this Agreement; or (vii) with the prior written approval of the refinancingRequired Banks; provided, extensionhowever, renewal or refunding of that any Debt secured by any Lien Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) and (v) of this SectionSection 5.6 shall not extend to or cover any property of the Borrower, provided that 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 is not increased in respect of Sale and Leaseback Transactions existing at such time (other than any increase reflecting Sale and Leaseback Transactions the costs proceeds of which have been applied in accordance with Section 5.6(d)(ii)), does not at the time of such refinancingcreation, extensionassumption 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, renewal 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 refunding) and is not a Restricted Subsidiary has transferred any assets to create, assume or guarantee any indebtedness for money borrowed secured by any additional assets;a Mortgage on such assets unless such assets could have been so secured in accordance with the provisions of this Agreement by the Borrower, IR Parent or such Restricted Subsidiary making such transfer. (hd) Liens arising in Neither IR Parent nor the ordinary course Borrower will, nor will it permit any of its business which Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction, unless (i) do not secure Debt IR Parent, the Borrower or Derivatives Obligationssuch 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) do not secure IR Parent or the Borrower shall (and in any obligation in case each of IR Parent and the Borrower covenants that it will) apply an amount exceeding $200,000,000 and equal to the fair value (iiias determined by its board of directors) do not in of such Principal Property so leased to the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easementsretirement, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct within 180 days of the business 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 Borrower or any Subsidiary; (k) any interest or title creation of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000such indebtedness.

Negative Pledge. Neither the Borrower nor any Significant Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (ed) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (gf) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business (including, without limitation, Liens on assets securing Debt, interest on which is exempt from federal income tax (“Exempt Debt”); Liens for taxes, assessments or government charges; Liens arising out of the existence of judgments not constituting an Event of Default; statutory and contractual landlords’ liens under leases; Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties; and Liens arising out of claims under any Environmental Law provided such Liens are being contested in good faith) which (i) do not secure Debt (other than Exempt Debt) or Derivatives Obligations, Obligations and (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in of the operation assets of the Borrower and its businessSubsidiaries, taken as a whole; (ih) Liens on cash and cash equivalents securing Derivatives Obligations; , provided that the aggregate amount of cash and cash equivalents assets subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property300,000,000; and (mi) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt obligations (whether or not constituting Debt) in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00025% of Consolidated Total Assets.

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

Negative Pledge. (a) Neither the Borrower nor IR Parent will, nor will they permit any Restricted Subsidiary will to, create, assume or suffer to exist guarantee any Lien indebtedness for money borrowed secured by a Mortgage on any asset Principal Property of the Borrower, IR Parent or a Restricted Subsidiary or on any shares or indebtedness of a Restricted Subsidiary (whether such Principal Property, shares or indebtedness are now owned or hereafter acquired acquired) without, in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Loans and the obligations of the Borrower and IR Parent hereunder and under the Notes (together, if the Borrower and IR Parent shall so determine, with any other indebtedness then or thereafter existing created, assumed or guaranteed by itthe Borrower, except:IR Parent or such Restricted Subsidiary ranking equally with the Loans and the obligations of the Borrower and IR Parent hereunder and under the Notes) shall be secured equally and ratably with such indebtedness excluding, however, from the foregoing any indebtedness secured by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness): (ai) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this Agreementproperty, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset shares or indebtedness of any corporation which Mortgage exists at the time such corporation becomes a Restricted Subsidiary; or (ii) on property existing at the time of acquisition thereof by the Borrower, IR Parent or a Restricted Subsidiary, or to secure any indebtedness incurred by the Borrower, IR Parent or a Restricted Subsidiary and not created in contemplation prior to, at the time of, or within 180 days after the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such event; (d) any Lien on any asset securing Debt property, which indebtedness is incurred or assumed for the purpose of financing all or any part of the cost purchase price thereof or construction or improvements thereon; provided, however, that in the case of acquiring any such assetacquisition, provided that construction or improvement the Mortgage shall not apply to any property theretofore owned by the Borrower, IR Parent or a Restricted Subsidiary, other than, in the case of any such Lien attaches to such asset concurrently with construction or within 90 days after improvement, any theretofore unimproved real property on which the acquisition thereof;property so constructed, or the improvement, is located; or (eiii) any Lien on any asset property, shares or indebtedness of any corporation existing a corporation, which Mortgage exists at the time such corporation is merged into or consolidated with or into the Borrower 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 and not created in contemplation to secure indebtedness of such event;Restricted Subsidiary to the Borrower, IR Parent or another Restricted Subsidiary; or (fv) any Lien existing on any asset prior to property of the acquisition thereof by the Borrower Borrower, IR Parent or a Restricted Subsidiary and not created in contemplation 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 any part of the purchase price or the cost of constructing or improving the property subject to such acquisition;Mortgage; or (gvi) any Lien arising out on property, which Mortgage exists at the date of this Agreement; or (vii) with the prior written approval of the refinancingRequired Banks; provided, extensionhowever, renewal or refunding of that any Debt secured by any Lien Mortgage permitted by any of the foregoing clauses (i), (ii), (iii) and (v) of this SectionSection 5.6 shall not extend to or cover any property of the Borrower, provided that 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 which, together with all other such indebtedness for money borrowed by the Borrower, IR Parent and their Restricted Subsidiaries and the Attributable Debt is not increased in respect of Sale and Leaseback Transactions existing at such time (other than any increase reflecting Sale and Leaseback Transactions the costs proceeds of which have been applied in accordance with Section 5.6(d)(ii)), does not at the time of such refinancingcreation, extensionassumption or guaranteeing exceed 5% of Consolidated Net Worth. (c) Notwithstanding the foregoing provisions of this Section 5.6, renewal neither the Borrower nor IR Parent will permit any Subsidiary (other than a Restricted Subsidiary) to which after the date hereof the Borrower, IR Parent or refunding) and is not a Restricted Subsidiary has transferred any assets to create, assume or guarantee any indebtedness for money borrowed secured by any additional assets;a Mortgage on such assets unless such assets could have been so secured in accordance with the provisions of this Agreement by the Borrower, IR Parent or such Restricted Subsidiary making such transfer. (hd) Liens arising in Neither the ordinary course of its business which Borrower nor IR Parent will, nor will they permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless (i) do not secure Debt the Borrower, IR Parent or Derivatives Obligationssuch 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) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; and IR Parent shall (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested and in any governmental office 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 agency IR Parent’s Board of Directors) of such Principal Property so leased to control or regulate the use retirement, within 180 days of the effective date of any real property; and (m) Liens not otherwise permitted such Sale and Leaseback Transaction, of indebtedness of the Borrower and IR Parent for money borrowed which by its terms matures at, or may be extended or renewed at the foregoing clauses option of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000the Borrower and IR Parent to, a date more than 12 months after the date of the creation of such indebtedness.

Negative Pledge. Neither the Borrower Company nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by itany of them, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this AgreementAgreement and disclosed in the financial statements referred to in Section 12.04 or set forth in Schedule 13.04, listed on Schedule 5.06 and securing Debt outstanding on any extension, renewal or replacement of any such Lien so long as the date of this Agreement in a principal amount secured thereby is not increased and the scope of at least $1,000,000 individuallythe property subject to such Lien is not extended; (b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due, or to the extent that such Lien is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code; (c) any Lien existing on any asset statutory Liens of any corporation at the time such corporation becomes a Subsidiary landlords and not Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in contemplation the ordinary course of such eventbusiness which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (d) Liens (other than any Lien on any asset securing Debt incurred imposed by ERISA) consisting of pledges or assumed for deposits required in the purpose ordinary course of financing all or any part of the cost of acquiring such assetbusiness in connection with workers' compensation, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofunemployment insurance and other social security legislation; (e) Liens on property of the Company or any Lien on any asset Subsidiary securing (i) the non-delinquent performance of any corporation existing at bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation ordinary course of such eventbusiness; (f) any Lien existing Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on any asset prior to appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the acquisition thereof by case of judgment and judicial attachment liens, the Borrower or a Subsidiary and not created in contemplation enforcement of such acquisitionLiens is effectively stayed, and (ii) all such Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed US$10,000,000; (g) any Lien arising out easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, do not materially detract from the value of the refinancing, extension, renewal property subject thereto or refunding of any Debt secured by any Lien permitted by any materially interfere with the ordinary conduct of the foregoing clauses businesses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) Company and is not secured by any additional assetsits Subsidiaries; (h) Liens arising securing obligations in the ordinary course respect of its business which (i) do not secure Debt or Derivatives Obligationscapital leases on assets subject to such leases, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessprovided that such capital leases are otherwise permitted hereunder; (i) Liens on arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and cash equivalents securing Derivatives Obligationsis not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (j) Liens arising in connection with Securitization Transactions; provided that the aggregate amount investment or claim held at any time by all purchasers, assignees or other transferees of cash (or of interests in) receivables and cash equivalents subject other rights to such Liens may payment in all Securitization Transactions shall not at no any time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary;aggregate US$150,000,000; and (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved in addition to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section subsections (a) through (j) above, other Liens securing Debt in an aggregate principal a Dollar Equivalent amount at any time outstanding not to exceed $50,000,000exceeding 12.5% of Consolidated Shareholders' Equity.

Negative Pledge. Neither (a) No Obligor shall (and the Borrower nor any Subsidiary will createGuarantor shall ensure that no other member of the Group will) create incur, assume or suffer to exist any Lien on upon any asset of its property, whether now owned or hereafter acquired by itacquired, except: (ai) Liens existing in existence on the date of this Agreement securing Debt outstanding on the date of this Agreement which are listed in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateSchedule 4 (Existing Liens); (bii) Liens imposed by any Lien existing Governmental Authority for Taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the date books of this Agreementthe Guarantor or the affected Subsidiaries, listed on Schedule 5.06 and securing Debt outstanding on as the date of this Agreement case may be, in a principal amount of at least $1,000,000 individuallyaccordance with GAAP; (ciii) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred carriers', warehousemen's, mechanics', materialmen's, repairmen's or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) like Liens arising in the ordinary course of its business which (i) do that are not secure Debt overdue for a period of more than 30 days or Derivatives Obligations, (ii) do that are being contested in good faith and by appropriate proceedings and Liens securing judgements but only to the extent for an amount and for a period not secure any obligation resulting in an amount exceeding $200,000,000 Event of Default under Clause 23.6(c) (Insolvency and Insolvency Proceedings); (iiiiv) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (v) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (vi) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that do not in the aggregate any case materially detract from the value of its assets the property subject thereto or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower Guarantor or any Subsidiaryof its Subsidiaries; (kvii) Liens on property of any interest or title corporation that becomes a Subsidiary of the Guarantor after the date of this Agreement, provided that such Liens are in existence at the time such corporation becomes a lessor or sublessor under any lease Subsidiary of real estate permitted hereunderthe Guarantor and were not created in anticipation thereof; (lviii) Liens upon real and/or tangible personal property acquired after the date of this Agreement (by purchase, construction or otherwise) by the Guarantor or any zoning of its Subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof or similar law (B) was created solely for the purpose of securing Indebtedness representing, or right reserved incurred to finance, refinance or refund, the cost (including the cost of construction) of such property, provided that no such Lien shall extend to or vested cover any property of the Guarantor or such Subsidiary other than the property so acquired and improvements thereon; (ix) additional Liens upon real and/or personal property created after the date of this Agreement, provided that the aggregate Indebtedness secured thereby and incurred on and after the date hereof shall not exceed $25,000,000 (or its equivalent as reasonably determined by the Lender) in the aggregate at any governmental office or agency to control or regulate the use of any real propertyone time outstanding; and (mx) any extension, renewal or replacement of the foregoing, provided that the Liens permitted hereunder shall not otherwise permitted by the foregoing clauses be spread to cover any additional Indebtedness or property (other than a substitution of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000like property).

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Subsidiary will of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist any Lien on any asset of its assets or property now owned or hereafter acquired by itor, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregatePermitted Encumbrances; (b) any Lien Liens on any property or asset of the Borrower or any Consolidated Subsidiary existing on the date of this Agreement, listed Closing Date and set forth on Schedule 5.06 and securing Debt outstanding on 6.2; provided, that such Lien shall not apply to any other property or asset of the date of this Agreement in a principal amount of at least $1,000,000 individuallyBorrower or any Consolidated Subsidiary; (c) purchase money Liens upon or in any Lien existing on any asset fixed or capital assets to secure the purchase price or the cost of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation construction or improvement of such event; (d) any Lien on any asset securing Debt fixed or capital assets or to secure Indebtedness incurred or assumed solely for the purpose of financing all the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any part of the cost of acquiring such assetCapital Lease Obligations); provided, provided that (i) such Lien attaches to such asset concurrently with or within 90 days after the acquisition acquisition, improvement or completion of the construction thereof; (ii) such Lien does not extend to any other asset; and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (c) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into against the Borrower or any Consolidated Subsidiary evidencing the transfer of any receivables and related property to any Permitted Securitization Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary) pursuant to any Permitted Securitization Transaction; (f) any Lien existing on any asset prior against a Permitted Securitization Subsidiary (to the acquisition thereof by the Borrower or extent such Permitted Securitization Subsidiary constitutes a Subsidiary and not created in contemplation of such acquisition;Consolidated Subsidiary) pursuant to any Permitted Securitization Transaction; and (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) Liens securing Indebtedness and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not other obligations in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct to exceed 5% of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount Consolidated Total Assets at any time outstanding not to exceed $50,000,000time.

Negative Pledge. Neither the The Borrower nor will not, and will not --------------- permit any Subsidiary will of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist any Lien on any asset of its assets or property now owned or hereafter acquired by itor, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregatePermitted Encumbrances; (b) any Lien Liens on any property or asset of the Borrower or any Consolidated Subsidiary existing on the date of this Agreement, listed Spin-off Closing Date set forth on Schedule 5.06 and securing Debt outstanding on 7.2; provided, that such Lien shall not apply to any other property or ------------ -------- asset of the date of this Agreement in a principal amount of at least $1,000,000 individuallyBorrower or any Consolidated Subsidiary; (c) purchase money Liens upon or in any Lien existing on any asset fixed or capital assets to secure the purchase price or the cost of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation construction or improvement of such event; (d) any Lien on any asset securing Debt fixed or capital assets or to secure Indebtedness incurred or assumed solely for the purpose of financing all the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any part of the cost of acquiring such assetCapital Lease Obligations); provided, provided that (i) such Lien attaches to such asset concurrently with or within 90 -------- days after the acquisition acquisition, improvement or completion of the construction thereof; (ii) such Lien does not extend to any other asset; and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (c) of this Section; provided, that the principal amount -------- of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into against the Borrower or any Consolidated Subsidiary evidencing the transfer of any receivables and related property to any Permitted Securitization Subsidiary (to the extent such Permitted Securitization Subsidiary constitutes a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary) pursuant to any Permitted Securitization Transaction; (f) any Lien existing on any asset prior against a Permitted Securitization Subsidiary (to the acquisition thereof by the Borrower or extent such Permitted Securitization Subsidiary constitutes a Subsidiary and not created in contemplation of such acquisition;Consolidated Subsidiary) pursuant to any Permitted Securitization Transaction; and (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) Liens securing Indebtedness and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not other obligations in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct to exceed 5% of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount Consolidated Total Assets at any time outstanding not to exceed $50,000,000time.

Negative Pledge. Neither So long as any Notes are outstanding, the Borrower nor any Subsidiary will Company shall not, and shall cause each of its Subsidiaries (if any) not to, create, incur, assume or suffer to exist any Lien on pledge, hypothecation, 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 security agreement or preferential arrangement of any asset kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the Uniform Commercial Code or comparable law of any jurisdiction) (each, a “Lien”) upon any of its property, whether now owned or hereafter acquired by itother than (i) for the Excepted Issuances (as defined in Section 12(a) hereof), except: (ii) (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement imposed by law for taxes that are not yet due or are being contested in a principal amount not exceeding $1,000,000 individually good faith and not exceeding $10,000,000 for which adequate reserves have been established in the aggregate; accordance with generally accepted accounting principles; (b) any Lien existing on the date of this Agreementcarriers’, listed on Schedule 5.06 warehousemen’s, mechanics’, material men’s, repairmen’s and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetother like Liens imposed by law, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which and securing obligations that are not overdue by more than 30 days or that are being contested in good faith and by appropriate proceedings; (ic) do not pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (d) deposits to secure Debt or Derivatives Obligationsthe performance of 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 of such property, (iif) 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 obligation in an amount exceeding $200,000,000 monetary obligations and (iii) do not in the aggregate materially detract from the value of its assets the affected property, or materially impair (g) any liens identified on Schedule 9(r) (each of (a) through (g), a “Permitted Lien”) and (iii) indebtedness for borrowed money which is not senior or pari passu in right of payment to the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct payment of the business of Notes, on terms reasonably satisfactory to the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000Subscriber.

Negative Pledge. Neither the Borrower nor any Subsidiary will createCreate, assume permit to exist, or suffer to exist --------------- the creation of, any Lien Lien, on any asset now owned of its properties or hereafter acquired by itassets (real or personal, excepttangible or intangible), EXCEPT: (a) Liens existing in favor of the Agent, on behalf of the date of this Agreement securing Debt outstanding on Lenders, created pursuant to the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateSecurity Documents; (b) any Lien Liens existing on the date of this Agreement, Closing Date that are listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyAnnex I hereto; (c) any Lien existing on any asset of any corporation at Liens for taxes, assessments or governmental charges or levies to the time such corporation becomes a Subsidiary and extent not created in contemplation of such eventrequired to be paid by Section 7.02 hereof; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring Liens imposed by law, such assetas materialmen's, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary mechanics', carriers, workmen's, and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary repairmen's Liens and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) similar Liens arising in the ordinary course of its business securing obligations which are not overdue for a period of more than thirty (i30) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessdays; (ie) Liens on cash and cash equivalents securing Derivatives Obligations; provided that pledges or deposits to secure obligations under workmen's compensation laws or similar legislation or to secure public or statutory obligations of the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000Borrower; (jf) easements, rights Liens acknowledged to exist with respect to the assets and properties of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct ASB pursuant to Section 6.22 hereof; (g) Liens for finance leases of the business of equipment leased by the Borrower or any Subsidiary; 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 of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such property to be subject to such Liens, or Liens existing on any such property at the time of the leasing, acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, PROVIDED that no such Lien shall extend to or cover any property other than the property being leased or acquired and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced, and PROVIDED, FURTHER, that (ki) 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 interest or title such Indebtedness shall not otherwise be prohibited by the terms of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real propertythis Agreement; and (mh) Liens not otherwise the replacement, extension or renewal of any Lien permitted by clauses (a) through (g) above upon or in the foregoing clauses same property theretofore subject thereto or the replacement, extension or renewal (without increase of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000amount) of the Indebtedness secured thereby.

Negative Pledge. Neither the Borrower Company nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by itany of them, except: (a) Liens any Lien existing on July 25, 2003 and disclosed in the date financial statements referred to in Section 6.04 or set forth in Schedule 7.04, and any extension, renewal or replacement of this Agreement securing Debt outstanding on any such Lien so long as the date of this Agreement in a principal amount secured thereby is not exceeding $1,000,000 individually increased and the scope of the property subject to such Lien is not exceeding $10,000,000 in the aggregateextended; (b) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due, or to the extent that such Lien existing on is being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyCode; (c) any Lien existing on any asset statutory Liens of any corporation at the time such corporation becomes a Subsidiary landlords and not Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in contemplation the ordinary course of such eventbusiness which are not delinquent or remain payable without penalty or which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (d) Liens (other than any Lien on any asset securing Debt incurred imposed by ERISA) consisting of pledges or assumed for deposits required in the purpose ordinary course of financing all or any part of the cost of acquiring such assetbusiness in connection with workers’ compensation, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofunemployment insurance and other social security legislation; (e) Liens on property of the Company or any Lien on any asset Subsidiary securing (i) the non-delinquent performance of any corporation existing at bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature in each case incurred in the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation ordinary course of such eventbusiness; (f) any Lien existing Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on any asset prior to appeal bonds and other bonds posted in connection with court proceedings or judgments, provided that (i) in the acquisition thereof by case of judgment and judicial attachment liens, the Borrower or a Subsidiary and not created in contemplation enforcement of such acquisitionLiens is effectively stayed, and (ii) all such Liens in the aggregate at any time outstanding for the Company and its Subsidiaries do not exceed $10,000,000; (g) any Lien arising out easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, individually or in the aggregate, do not materially detract from the value of the refinancing, extension, renewal property subject thereto or refunding of any Debt secured by any Lien permitted by any materially interfere with the ordinary conduct of the foregoing clauses businesses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) Company and is not secured by any additional assetsits Subsidiaries; (h) Liens arising securing obligations in the ordinary course respect of its business which (i) do not secure Debt or Derivatives Obligationscapital leases on assets subject to such leases, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessprovided that such capital leases are otherwise permitted hereunder; (i) Liens on arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and cash equivalents securing Derivatives Obligationsis not subject to restrictions against access by the Company or the applicable Subsidiary in excess of those set forth by regulations promulgated by the FRB and (ii) such deposit account is not intended by the Company or any Subsidiary to provide collateral to the depository institution; (j) Liens arising in connection with Securitization Transactions; provided that the aggregate amount investment or claim held at any time by all purchasers, assignees or other transferees of cash (or of interests in) receivables and cash equivalents subject other rights to such Liens may payment in all Securitization Transactions shall not at no any time exceed in the aggregate $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary;150,000,000; and (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved in addition to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section subsections (a) through (j) above, other Liens securing Debt in an aggregate principal a Dollar Equivalent amount at any time outstanding not to exceed $50,000,000exceeding 12.5% of Consolidated Shareholders’ Equity.

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Principal Subsidiary will to, create, assume assume, incur or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except:except for the following (the "Permitted Liens"): (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (eb) any lien existing on any asset of any Person at the time such corporation becomes a Subsidiary and not created in contemplation of such event; (c) any Lien on any asset of any corporation Person existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created Subsidiary, or existing at the time that such asset was acquired from the seller on arms' length terms, and, in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and each case, not created in contemplation of such acquisition; (d) Liens for taxes, assessments and governmental charges which are not delinquent or which are being contested in good faith and by appropriate proceedings and as to which appropriate reserves are being maintained; (e) Liens imposed by statute, ordinance or regulation, such as materialmen's, mechanics' carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations which (i) are not overdue for a period of more than 30 days after filing of any notice with respect to, or such Person's otherwise having notice of, such Lien, (ii) are fully bonded by reputable and responsible insurers or (iii) involve claims which are being contested in good faith and by proper proceedings and in respect of which such Person has set aside adequate cash (or cash equivalent) reserves for the payment of that portion thereof in excess of $100,000 or has provided such other assurances as the Bank may approve; (f) pledges or deposits to secure obligations under workers' compensation laws, unemployment insurance or social security laws; (g) Liens incurred to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or Capital Leases or to secure statutory obligations or deposits of cash or United States government bonds securing surety or appeal bonds or to secure indemnity, performance or other similar bonds, in each case, incurred in the ordinary course of business; (h) zoning restrictions, easements, licenses, restriction on the use of real property or immaterial irregularities in title thereto, which do not in the aggregate have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries; (i) Liens incurred by any Subsidiary to secure Indebtedness owing to the Borrower or a wholly-owned Subsidiary; (j) any Lien arising out our of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (mk) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt Indebtedness in an aggregate principal amount at any time outstanding not to exceed the greater of $50,000,00010,000,000 and 15% of Consolidated Net Worth.

Negative Pledge. Neither the Borrower nor any Subsidiary will createCreate, incur, assume or suffer permit to exist any Lien on any asset property or assets (including stock or other securities of Subsidiaries) now owned or hereafter acquired by itit or on any income or rights in respect of any thereof, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement imposed by law for taxes that are not yet due or are being contested in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregatecompliance with Section 5.03; (b) any Lien existing on carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the date ordinary course of this Agreement, listed on Schedule 5.06 business and securing Debt outstanding on the date of this Agreement obligations that are not overdue by more than 30 days or are being contested in a principal amount of at least $1,000,000 individuallycompliance with Section 5.03; (c) any Lien existing on any asset pledges and deposits and other Liens made in the ordinary course of any corporation at the time such corporation becomes a Subsidiary business in compliance with workers’ compensation, unemployment insurance and not created in contemplation of such eventother social security laws or regulations; (d) any Lien on any asset securing Debt incurred or assumed for Liens (including deposits) to secure the purpose performance of financing all or any part bids, tenders, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature, in each case in the cost ordinary course of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofbusiness; (e) 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 Lien on monetary obligations and do not materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Company or any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventSubsidiary; (f) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or a Subsidiary and any Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisitionacquisition and (ii) such Lien does not apply to any other property or assets of the Company or any Subsidiary; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased Liens (other than any increase reflecting the costs of such refinancing, extension, renewal or refundingincluding deposits) and is not secured by any additional assetsin connection with self-insurance; (h) judgment or other similar Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation connection with legal proceedings in an aggregate principal amount exceeding (net of amounts for which relevant insurance providers have delivered written acknowledgements of coverage) not to exceed $200,000,000 125,000,000, provided that the execution or other enforcement of such liens is effectively stayed and (iii) do not the claims secured thereby are being actively contested in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessgood faith by appropriate proceedings; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000arising in connection with advances or progress payments under government contracts; (j) easements, rights Liens on assets of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with Subsidiaries securing Indebtedness payable to the ordinary conduct of the business of the Borrower Company or any Wholly-Owned Consolidated Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunderLiens on Transferred Receivables, Related Security and Collections securing the Permitted Receivables Financing Indebtedness; (l) any zoning or similar law or right reserved to or vested Liens on the equipment identified in any governmental office or agency to control or regulate Schedule 6.01 securing the use of any real propertyPermitted Onan Lease Obligations; and (m) Liens securing Indebtedness other than Indebtedness described in paragraphs (a) through (l) above, to the extent and only to the extent that the aggregate amount of Priority Indebtedness shall not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount exceed $425,000,000 at any time outstanding not to exceed $50,000,000time.

Negative Pledge. Neither the Borrower nor any Consolidated Subsidiary will create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on upon or with respect to any asset of its properties, rights or other assets of any character (including, without limitation, accounts), whether now owned or hereafter acquired by itacquired, exceptor sign or file, or permit any of its Subsidiaries to sign or file, under the Uniform Commercial Code of any jurisdiction, a financing statement which names the Borrower or any of its Subsidiaries as debtor, or sign, or permit any Subsidiary to sign, any security agreement, mortgage, deed of trust or other security instrument authorizing any secured party thereunder to file such financing statement or assign, or permit any of its Subsidiaries to assign, any accounts, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than: (a) Liens existing for taxes, assessments or governmental charges, levies or Liens in favor of the United States of America or any subdivision thereof given to secure partial payments pursuant to contracts, and Liens securing claims or demands of mechanics and materialmen; PROVIDED the Borrower or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i) not paid in good faith or the validity, applicability or amount thereof is being contested in good faith by such appropriate actions or proceedings which are necessary to prevent the forfeiture or sale of any material property of the Borrower or any of its Subsidiaries or any material interference with the use thereof by the Borrower or any of its Subsidiaries, and (ii) the Borrower or any of its Subsidiaries shall record on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateits books, such reserves, if any, as are deemed by it to be required with respect thereto; (b) Liens of or resulting from any Lien existing on judgment or award or otherwise arising in connection with court proceedings, the date time for the appeal or petition for rehearing of this Agreementwhich shall not have expired, listed on Schedule 5.06 or in respect of which the Borrower or any of its Subsidiaries shall at any time in good faith be prosecuting an appeal or proceeding for a review and securing Debt outstanding on in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured or the date execution of this Agreement in a principal amount of at least $1,000,000 individuallywhich is otherwise stayed; (c) any Lien existing on any asset Liens incidental to the conduct of any corporation at business or the time such corporation becomes a Subsidiary ownership of properties and assets (including easements and similar encumbrances, Liens in favor of contractors, materialmen, warehousemen or similar Persons, and attorneys' liens and statutory or contractual landlords' liens under operating leases) and deposits, pledges or liens to secure obligations under workers' compensation laws, unemployment insurance or other forms of governmental insurance or benefits, or judgments thereunder which are not currently dischargeable, or to secure the performance of bids, tenders, leases or contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business and not created in contemplation connection with the borrowing of money, PROVIDED such eventLiens do not have a Material Adverse Effect on the Borrower and its Subsidiaries taken as a whole; (d) restrictions on the use of real or immovable property and minor irregularities in the title thereto, minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real or immovable properties, which are necessary for the conduct of the activities of the Borrower and any of 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 the business of the Borrower or any of its Subsidiaries taken as a whole; (e) Liens securing Debt of any Subsidiary to the Borrower or to another Subsidiary; (f) Liens securing Debt arising from the Borrower=s reimbursement obligations in respect of amounts paid under the Existing Letters of Credit, which Liens shall be released on or before August 15, 1998; (g) Liens on Margin Stock; (h) Liens securing the Loans, Letter of Credit Advances and any and all other indebtedness, liabilities and obligations of the Borrower and Guarantors to the Administrative Agent, Letter of Credit Issuer and the Banks under the Loan Documents; and (i) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided PROVIDED that (1) such Debt is permitted under Section 5.24(v); (2) such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; ; and (e3) any each such Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior shall be confined only to the acquisition thereof asset financed by the Borrower or a Subsidiary and not created Debt referred to in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which subsection (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000).

Negative Pledge. Neither (a) EnergySolutions and Parent each shall not, and shall cause each of their respective Subsidiaries (other than a Special Purpose Subsidiary) not to, enter into after the Borrower nor Third Amended and Restated Credit Agreement Effective Date or permit to exist after the Third Amended and Restated Credit Agreement Effective Date any Subsidiary will new agreement (other than this Agreement, any Duratek Loan Documents or any other Loan Document) that limits or conditions the ability of EnergySolutions or Parent or any of their respective Subsidiaries to create, incur, assume or suffer to exist any Lien Liens on any asset now owned or hereafter acquired by it, except: property of such Person except that this Section 7.12(a) shall not prohibit (a) any negative pledge incurred or provided in connection with any Lien referred to in clause (e) of the definition of “Permitted Lien” in Article 1 solely to the extent any such negative pledge relates to the property secured by or the subject of such Lien, (b) any restrictions on any Subsidiary of EnergySolutions or Parent under any agreement in effect at the time such Subsidiary becomes a Subsidiary of EnergySolutions or Parent, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary or a Subsidiary of Parent, (c) any agreements governing any purchase money Liens existing or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (d) Additional Permitted Debt, (e) customary restrictions on assignment of contracts (other than assignments in favor of the date Collateral Agent for the benefit of the Secured Parties) contained within such agreements, (f) customary restrictions with respect to an asset imposed pursuant to an agreement for the disposition of such asset (so long as such disposition is permitted by Section 7.6 hereof and which agreement is not proscribed by a provision hereof other than those contained in this Section 7.12(a)), (g) customary restrictions in joint venture agreements of joint ventures that are not Subsidiaries and (h) this Agreement securing Debt outstanding on or the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate;Duratek Amendment. (b) To the extent any Lien existing Special Purpose Subsidiary is restricted or prohibited by the United States Nuclear Regulatory Commission or any other federal or state governmental entity, or by a counterparty to such Special Purpose Subsidiary’s SPS Project Documentation, from granting Liens on such Special Purpose Subsidiary’s assets for the benefit of the Lenders, then such Special Purpose Subsidiary shall not, and shall cause each of its respective Subsidiaries not to, create, incur, assume or suffer to exist Liens, other than Permitted Liens, on the date property of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on such Special Purpose Subsidiary for the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset benefit of any corporation at the time such corporation becomes Person that is not a Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches counterparty to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Special Purpose Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000’s SPS Project Documentation.

Negative Pledge. Neither the No Borrower nor Party shall, or shall permit any Subsidiary will of any Borrower Party to, directly or indirectly, enter into any agreement with any Person that prohibits or restricts or limits the ability of any Borrower Party or any such Subsidiary to create, assume incur, pledge, or suffer to exist any Lien on upon any asset now owned of its respective assets, or hereafter acquired by it, except: restricts the ability of any Subsidiary of a Borrower to pay Dividends to such Borrower except prohibitions or conditions (a) Liens existing on under the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; Loan Documents, (b) any Lien existing on under the date of this AgreementSenior Unsecured Notes Documents, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset under the definitive documentation in respect of any corporation at Funded Debt permitted by Section 8.1(d) solely to the time extent that the agreement or instrument governing such corporation becomes Funded Debt or Capitalized Lease Obligation prohibits a Subsidiary and not created in contemplation Lien on the property acquired with the proceeds of such event; Indebtedness or the property subject to such Capitalized Lease Obligation, respectively, (d) any Lien on any asset securing Debt incurred existing by reason of customary provisions restricting pledges, assignments, subletting or assumed for the purpose of financing all or any part of the cost of acquiring such assetother transfers contained in leases, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or licenses and similar agreements entered into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt business; provided, that such restrictions are limited to the property or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens leases, licenses or similar agreements, as the case may at no time exceed $100,000,000; be, (je) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in title, in each case which do not and will not interfere in any material respect connection with the ordinary conduct disposition of all or substantially all of the business Equity Interests or assets of the Borrower such Subsidiary, (f) imposed by any amendments or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not refinancings that are otherwise permitted by the foregoing clauses Loan Documents or the contracts, instruments or obligations referred to in clause (c) above; provided that such amendments or refinancings are no more materially restrictive with respect to such prohibitions and limitations than those in effect prior to such amendment or refinancing (as determined in good faith and, if requested by any Administrative Agent, certified in writing to each Administrative Agent by an Authorized Signatory of this Section securing the Administrative Borrower or (g) under any Funded Debt of a Person outstanding on the date such Person first becomes a Subsidiary of a Borrower; provided, that the agreements imposing such prohibitions or conditions were not entered into solely in an aggregate principal amount at any time outstanding not to exceed $50,000,000contemplation of such Person becoming a Subsidiary of a Borrower.

Negative Pledge. Neither (a) No Obligor shall create or have outstanding (and the Borrower nor Company shall ensure that none of the Principal Controlled Entities will create or have outstanding) any Subsidiary will createSecurity upon the whole or any part of their respective present or future assets securing any Relevant Indebtedness, assume or suffer to exist create or have outstanding any Lien on guarantee or indemnity in respect of any asset now owned Relevant Indebtedness of that Obligor or, in respect of the Company, either of the Company or hereafter acquired by itof any of the Principal Controlled Entities, exceptwithout: (ai) Liens existing on at the date same time or prior thereto securing or guaranteeing the liabilities of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually Obligors under the Finance Documents equally and not exceeding $10,000,000 in rateably therewith; or 57 = NUMPAGES 135-2 133 (ii) providing such other Security or guarantee for the aggregate;Facility as shall be approved by the Majority Lenders. (b) Paragraph (a) above does not apply to: (i) any Lien existing on Security, guarantee or indemnity arising or already arisen automatically by operation of law which is timely discharged or disputed in good faith by appropriate proceedings; (ii) any Security, guarantee or indemnity in respect of the obligations of any person which becomes a Principal Controlled Entity or which merges with or into an Obligor or a Principal Controlled Entity after the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the Indenture which is in existence at the date of this Agreement in on which it becomes a principal amount of at least $1,000,000 individuallyPrincipal Controlled Entity or merges with or into an Obligor or a Principal Controlled Entity; (ciii) any Lien existing on Security, guarantee or indemnity created or outstanding in favour of an Obligor or any asset Security, guarantee or indemnity created by any of the Controlled Entities of the Company in favour of any corporation at of the time such corporation becomes a Subsidiary and not created in contemplation of such eventCompany’s other Controlled Entities; (div) any Lien on any asset securing Debt incurred Security, guarantee or assumed for the purpose indemnity in respect of financing all Relevant Indebtedness of an Obligor or any part Principal Controlled Entity with respect to which such Obligor or Principal Controlled Entity has paid money or deposited money or securities with a paying agent, trustee or depository to pay or discharge in full the obligations of such Obligor or Principal Controlled Entity in respect thereof (other than the cost of acquiring such asset, provided obligation that such Lien attaches money or securities so paid or deposited, and the proceeds therefrom, be sufficient to pay or discharge such asset concurrently with or within 90 days after the acquisition thereofobligations in full); (ev) any Lien on any asset Security, guarantee or indemnity created in connection with Relevant Indebtedness of any corporation existing at Obligor or any Principal Controlled Entity denominated in Chinese Renminbi and initially offered, marketed or issued primarily to persons resident in the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventPRC; (fvi) any Lien existing on any asset prior to the Security, guarantee or indemnity created in connection with an acquisition thereof by the Borrower of assets or a Subsidiary and not project financed with, or created in contemplation of such acquisition;to secure, Non-recourse Obligations; or (gvii) any Lien Security, guarantee or indemnity arising out of the refinancing, extension, renewal or refunding of any Debt Relevant Indebtedness secured by any Lien Security or guaranteed by any guarantee or indemnity permitted by any of the foregoing clauses of paragraphs (ii), (v), (vi) or this Section, paragraph (vii); provided that such Debt Relevant Indebtedness is not increased beyond the principal amount thereof (other than any increase reflecting together with the costs of such refinancing, extension, renewal or refunding, including any accrued interest and prepayment premiums or consent fees) and is not secured by any additional property or assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000.

Negative Pledge. (a) Neither the Borrower nor IR Parent will, or will permit any Restricted Subsidiary will to, create, assume or suffer to exist guarantee any Lien indebtedness for money borrowed that is secured by a Mortgage on any asset Principal Property of the Borrower, IR Parent or a Restricted Subsidiary or on any shares or indebtedness of a Restricted Subsidiary (whether such Principal Property, shares or indebtedness are now owned or hereafter acquired acquired) without, in any such case, effectively providing concurrently with the creation, assumption or guaranteeing of such indebtedness that the Loans and the obligations of the Borrower and IR Parent hereunder and under the Notes (together, if the Borrower and IR Parent shall so determine, with any other indebtedness then or thereafter existing created, assumed or guaranteed by itthe Borrower, except:IR Parent or such Restricted Subsidiary ranking equally with the Loans and the obligations of the Borrower and IR Parent hereunder and under the Notes) shall be secured equally and ratably with such indebtedness excluding, however, from the foregoing any indebtedness secured by a Mortgage (including any extension, renewal or replacement, or successive extensions, renewals or replacements, of any Mortgage hereinafter specified or any indebtedness secured thereby, without increase of the principal of such indebtedness): (ai) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this Agreementproperty, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset shares or indebtedness of any corporation which Mortgage exists at the time such corporation becomes a Restricted Subsidiary; or (ii) on property existing at the time of acquisition thereof by the Borrower, IR Parent or a Restricted Subsidiary, or to secure any indebtedness incurred by the Borrower, IR Parent or a Restricted Subsidiary and not created in contemplation prior to, at the time of, or within 180 days after the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such event; (d) any Lien on any asset securing Debt property, which indebtedness is incurred or assumed for the purpose of financing all or any part of the cost purchase price thereof or construction or improvements thereon; provided, however, that in the case of acquiring any such assetacquisition, provided that construction or improvement the Mortgage shall not apply to any property theretofore owned by the Borrower, IR Parent or a Restricted Subsidiary, other than, in the case of any such Lien attaches to such asset concurrently with construction or within 90 days after improvement, any theretofore unimproved real property on which the acquisition thereof;property so constructed, or the improvement, is located; or (eiii) any Lien on any asset property, shares or indebtedness of any corporation existing a corporation, which Mortgage exists at the time such corporation is merged into or consolidated with or into the Borrower 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 and not created in contemplation to secure indebtedness of such event;Restricted Subsidiary to the Borrower, IR Parent or another Restricted Subsidiary; or (fv) any Lien existing on any asset prior to property of the acquisition thereof by the Borrower Borrower, IR Parent or a Restricted Subsidiary and not created in contemplation 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 any part of the purchase price or the cost of constructing or improving the property subject to such acquisition;Mortgage; or (gvi) any Lien arising out on property, which Mortgage exists at the date of this Agreement; or (vii) with the prior written approval of the refinancingRequired Banks; provided, extensionhowever, renewal or refunding of that any Debt secured by any Lien Mortgage permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations), (ii) do not secure any obligation in an amount exceeding $200,000,000 and ), (iii) do and (v) of this Section 5.6 shall not in the aggregate materially detract from the value of its assets extend to or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in cover any material respect with the ordinary conduct of the business property of the Borrower or any such Restricted Subsidiary;, as the case may be, other than the property specified in such clauses and improvements thereto. (kb) any interest or title Notwithstanding the provisions of a lessor or sublessor under any lease of real estate permitted hereunder; subsection (la) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt 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 principal 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 time outstanding not of their Subsidiaries (other than a Restricted Subsidiary) to exceed $50,000,000which, 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 by a Mortgage on such assets unless such assets could have been so secured in accordance with the provisions of this Agreement by the Borrower, IR Parent or such Restricted Subsidiary making such transfer. (d) Neither 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. Neither the Borrower No Loan Party nor any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding and set forth on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateSchedule 6.08; (b) any Lien existing Liens for taxes, assessments or similar charges, incurred in 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 adequate reserves with respect thereto are maintained on the date books of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement applicable Person in a principal amount of at least $1,000,000 individuallyaccordance with GAAP; (c) pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs, or for other similar purposes, other than any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventimposed by ERISA; (d) any Lien Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not overdue for a period of more than thirty (30) days; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which adequate reserves with respect thereto are maintained on any asset securing Debt incurred or assumed for the purpose of financing all or any part books of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofapplicable Person; (e) any Lien on any asset good faith pledges or deposits to secure the performance of any corporation existing at bids, trade contracts and leases (other than Debt), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (other than Debt) incurred in the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation ordinary course of such eventbusiness; (f) any Lien (x) existing on any asset of any Person at the time such Person becomes a Subsidiary of the Borrower, (y) existing on any asset of any Person at the time such Person is merged with or into the Borrower or any of their Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and any of their Subsidiaries; provided that (i) any such Lien was not created in the contemplation of any of the foregoing and (ii) any such Lien secures only those obligations which it secures on the date that such Person becomes a Subsidiary or the date of such merger or the date of such acquisition; (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 (a) through (f) of this Section, ; provided that (i) such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 6.22(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.22(b); (h) Liens arising in any Lien imposed as a result of a taking under the ordinary course exercise of its business which (i) do not secure Debt the power of eminent domain by any governmental body or Derivatives Obligations, (ii) do not secure by any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessPerson acting under governmental authority; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easementsminor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, restrictions, encroachments, utilities and other minor defects similar purposes, or irregularities zoning or other restrictions as to the use of real properties, which are necessary for the conduct of the activities of the Borrower and its Subsidiaries or which customarily exist on properties of corporations engaged in title, in each case similar activities and similarly situated and which do not and will not interfere in any material respect with event materially impair their use in the ordinary conduct operation of the business of the Borrower and its Subsidiaries and other easements, covenants, restrictions, reservations, exceptions and other matters shown on any title insurance commitment or any Subsidiarysurvey provided to the Administrative Agent prior to the date hereof and not objected to by the Administrative Agent prior to the date hereof; (j) Liens securing the Obligations created or arising under the Loan Documents; (k) Liens securing Debt incurred by the Borrower or any interest Subsidiary in connection with the Arkansas Revenue Bond Transaction and Liens on all or title any portion of a lessor or sublessor under any lease of real estate permitted hereunderthe Arkansas Sale Leaseback Property; (l) Liens securing Debt permitted under Section 6.22(e); provided that (i) such Liens do not at any zoning time encumber any property other than the property financed by such Debt and (ii) the Debt secured thereby does not exceed the cost or similar law or right reserved to or vested in any governmental office or agency to control or regulate fair market value, whichever is lower, of the use property being acquired on the date of any real property; andacquisition; (m) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not otherwise permitted by constituting an Event of Default under Section 8.01(j); (n) other Liens on real property not to exceed the foregoing clauses greater of this (i) $125,000,000 or (ii) 25% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b); and (o) other Liens securing Debt and other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $50,000,000125,000,000 or (ii) 25% of Consolidated EBITDA as of the end of the period of four Fiscal Quarters most recently for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b).

Negative Pledge. Neither the Borrower nor The Lessee will not, and will not permit any Subsidiary will of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist any Lien on any asset of its assets or property now owned or hereafter acquired by itor, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregatePermitted Encumbrances; (b) any Lien Liens on any property or asset of the Lessee or any Consolidated Subsidiary existing on the date of this Agreement, listed Credit Agreement Funding Date and forth on Schedule 5.06 and securing Debt outstanding on 5.3.2; provided, that such Lien shall not apply to any other property or asset of the date of this Agreement in a principal amount of at least $1,000,000 individuallyLessee or any Consolidated Subsidiary; (c) purchase money Liens upon or in any Lien existing on any asset fixed or capital assets to secure the purchase price or the cost of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation construction or improvement of such event; (d) any Lien on any asset securing Debt fixed or capital assets or to secure Indebtedness incurred or assumed solely for the purpose of financing all the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any part of the cost of acquiring such assetCapital Lease Obligations); provided, provided that (i) such Lien attaches to such asset concurrently with or within 90 days after the acquisition acquisition, improvement or completion of the construction thereof; (ii) such Lien does not extend to any other asset; and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (d) extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (c) of this Section; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (e) any Lien on against the Lessee or any asset Consolidated Subsidiary evidencing the transfer of any corporation existing at receivables and related property to any Permitted Securitization Subsidiary (to the time extent such corporation is merged or consolidated with or into the Borrower or Permitted Securitization Subsidiary constitutes a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary) pursuant to any Permitted Securitization Transaction; (f) any Lien existing on any asset prior against a Permitted Securitization Subsidiary (to the acquisition thereof by the Borrower or extent such Permitted Securitization Subsidiary constitutes a Subsidiary and not created in contemplation of such acquisition;Consolidated Subsidiary) pursuant to any Permitted Securitization Transaction; and (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) Liens securing Indebtedness and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not other obligations in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct to exceed 5% of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount Consolidated Total Assets at any time outstanding not to exceed $50,000,000time.

Negative Pledge. Neither Newcourt will not and will not permit the Borrower nor or any Restricted Subsidiary will to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing or Debt issued or incurred pursuant to commitments outstanding on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement ) in a an aggregate principal or face amount of at least not exceeding $1,000,000 individually420,000,000 (or its equivalent in any other currency); (cb) any Lien existing Liens on property of, or on any asset shares of stock or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary and not created at the request or with the consent of Newcourt and in contemplation of such event; (c) Liens on property, shares of stock, other equity interests, or Debt existing at the time of acquisition or repossession thereof by Newcourt, the Borrower or any Restricted Subsidiary and not created at the request or with the consent of Newcourt and in contemplation of such event; (d) Liens on physical property (or any Lien on Accounts Receivable arising in connection with the lease thereof), shares of stock; other equity interests, or Debt acquired (or, in the case of physical property, constructed) after the date hereof by Newcourt, the Borrower or any asset securing Restricted Subsidiary, which Liens are created prior to, at the time of, or within 180 days after such acquisition (or, in the case of physical property, the completion of such construction or commencement of commercial operation of such property, whichever is later) to secure any Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that acquisition (or such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofconstruction); (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into Newcourt, the Borrower or a Restricted Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its Newecurt's, the Borrower's or such Restricted Subsidiary's business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 25,000,000 (or its equivalent in any other currency) and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (g) Liens on Accounts Receivable of Newcourt, the Borrower or any Restricted Subsidiary arising from or in connection with transactions entered into by Newcourt, the Borrower or such Restricted Subsidiary after the date hereof or on Accounts Receivable acquired by Newcourt, the Borrower or such Restricted Subsidiary after such date from others, which Liens are created prior to, at the time of, or within one year after such Accounts Receivable arise or are acquired or, if later, the completion of the delivery or installation of the equipment or goods or the rendering of the services or the advancement or loaning of funds relating thereto (i) as a result of any guarantee, repurchase or other contingent (direct or indirect) or recourse obligation of Newcourt, the Borrower or such Restricted Subsidiary in connection with the discounting, sale, assignment, transfer or other disposition of such Accounts Receivable or any interest therein, or (ii) to secure or provide for the payment of all or any part of the investment of Newcourt, the Borrower or such Restricted Subsidiary in any such Accounts Receivable (whether or not such Accounts Receivable are the Accounts Receivable on which such Liens are created) or the purchase price thereof or to secure any debt (including, without limitation, Non-Recourse Debt) issued, incurred, assumed or guaranteed for the purpose of financing or refinancing all or any part of such investment or purchase price; (h) Liens on cash and cash equivalents securing Derivatives Obligations; provided , PROVIDED that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,00025,000,000 (or its equivalent in any other currency); (i) Liens in favor of Newcourt, the Borrower or any Restricted Subsidiary; (j) easements, rights Liens in favor of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower Canada or any SubsidiaryProvince thereof or the United States or any State thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute; (k) Liens to secure Non-Recourse Debt in connection with Newcourt, the Borrower or any Restricted Subsidiary engaging in any leveraged or single-investor or other lease transactions, whether (in the case of Liens on or relating to leases or groups of leases or the particular properties subject thereto) such Liens be on the particular properties subject to any leases involved in any of such transactions and/or the rental or other payments or rights under such leases or, in the case of any group of related or unrelated leases, on the properties subject to the leases comprising such group and/or the rental or other payments or rights under such leases, or on any direct or indirect interest therein, and whether (in any case) (i) such Liens be created prior to, at the time of, or title at any time after the entering into of a lessor such lease transactions and/or (ii) such leases be in existence prior to, or sublessor under be entered into by Newcourt, the Borrower or such Restricted Subsidiary at the time of or at any lease time after, the purchase or other acquisition by Newcourt, the Borrower or such Restricted Subsidiary of real estate permitted hereunderthe properties subject to such leases; (l1) Liens securing any zoning extension, renewal or similar law replacement (or right reserved to successive extensions, renewals or vested replacements), in any governmental office whole or agency to control or regulate the use in part, of any real property; and (m) Liens not otherwise Debt or other obligation secured by any Lien permitted by any of the foregoing clauses of this Section securing Section, PROVIDED, HOWEVER, that any such extension, renewal or replacement shall be limited to all or a part of the property or assets which secured the Debt in an aggregate principal or other obligation so extended, renewed or replaced (plus any improvements on such property) and that the amount at any time outstanding of such Debt or other obligation secured thereby is not to exceed $50,000,000.increased; and

Negative Pledge. Neither the Borrower nor any Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on created by the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregatePanini Pledge Agreement; (b) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by the Borrower or any Lien existing on of its Subsidiaries in the date ordinary course of this Agreementbusiness that secure obligations to such Persons; provided, listed on Schedule 5.06 however, that (i) (A) neither the Borrower nor any Subsidiary is in default with respect to such payment obligations to such Person or (B) the Borrower or a Subsidiary is in good faith and securing Debt outstanding on by appropriate proceedings diligently contesting such obligation and adequate provision is made for the date of this Agreement payment thereof and (ii) all such Liens in the aggregate will not have a principal amount of at least $1,000,000 individually;Material Adverse Effect. (c) any Lien existing on any asset of any corporation at Liens created by the time such corporation becomes a Subsidiary and not created in contemplation of such eventCollateral Documents; (d) any Lien Liens existing on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofClosing Date and listed on Schedule 5.09; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this SectionSection 5.09, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (hf) any Lien granted by any Subsidiary of the Borrower in favor of the Borrower or in favor of another Subsidiary, except any Lien granted by a Guarantor to a Subsidiary that is not a Guarantor; (g) Liens arising to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business;; and (ih) Liens on cash for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and cash equivalents securing Derivatives Obligations; diligently concluded, provided that adequate reserves with respect thereto are maintained on the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business books of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate its Subsidiaries, as the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000case may be.

Negative Pledge. Neither the Borrower Parent nor any Material Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by itany of them, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate; (b) any Lien existing on the date of this AgreementAgreement and set forth in Schedule 6.03; (b) Liens imposed by law for taxes, listed on Schedule 5.06 assessments or charges of any Governmental Authority for claims which are not overdue for a period of more than 60 days, or to the extent that such Lien is being contested in good faith by appropriate actions and securing Debt outstanding on adequate reserves in accordance with GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the date of this Agreement in a principal amount of at least $1,000,000 individuallyCode; (c) any Lien existing on any asset statutory Liens of any corporation at the time such corporation becomes a Subsidiary landlords and not Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in contemplation the ordinary course of business, provided that (i) the obligation secured by the applicable Lien has not been delinquent for more than 90 days or remains payable without penalty and, in each case, the property subject to such Lien is not subject to forfeiture as a result of such eventLien or (ii) the applicable Lien is being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (d) Liens (other than any Lien on any asset imposed under ERISA) consisting of pledges or deposits in the ordinary course of business (i) required in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing Debt incurred liability for reimbursement or assumed indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the purpose of financing all benefit of) insurance carriers to secure obligations with respect to casualty or liability insurance maintained by the Parent or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofits Subsidiaries; (e) Liens on property of the Parent or any Lien on any asset Subsidiary securing (i) the non-delinquent performance of any corporation existing at bids, trade contracts (other than for borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature (including those to secure health, safety and environmental obligations) in each case incurred in the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation ordinary course of such eventbusiness; (f) any Lien existing Liens consisting of judgment or judicial attachment liens and Liens securing contingent obligations on any asset prior appeal bonds and other bonds posted in connection with court proceedings or judgments, to the acquisition thereof by the Borrower or a Subsidiary and extent that such Liens do not created in contemplation constitute an Event of such acquisitionDefault under clause (j) of Article VII; (g) any Lien arising out easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances on real property which in the aggregate do not materially detract from the value of such property or materially interfere with the ordinary conduct of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any businesses of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) Parent and is not secured by any additional assetsits Subsidiaries; (h) Liens securing obligations in respect of capital leases on assets subject to such leases, provided that such leases are otherwise permitted hereunder; (i) Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies (or, with respect to accounts located in Luxembourg, contractual provisions) as to deposit accounts or other funds maintained with a creditor depository institution and/or Liens arising in the ordinary course of its business which with respect to deposit accounts relating to intercompany cash pooling, interest set-off and/or sweeping arrangements; provided that (i) do such deposit account is not secure Debt a dedicated cash collateral account and is not subject to restrictions against access by the Parent or Derivatives Obligations, the applicable Subsidiary in excess of those set forth by regulations promulgated by the Board and (ii) do such deposit account is not secure intended by the Parent or any obligation in an amount exceeding $200,000,000 and (iii) do not in Subsidiary to provide collateral to the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000depository institution; (j) easements, rights Liens arising in connection with Securitization Transactions; (k) Liens on property of way, restrictions, encroachments, any Foreign Subsidiary securing Debt of such Foreign Subsidiary and/or any other Foreign Subsidiary that is permitted under Section 6.05; (l) any Lien existing on property (and other minor defects the proceeds thereof) existing at the time of its acquisition (by merger or irregularities in titleotherwise) or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof (other than any Lien on the equity interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary; and (ii) the Debt or other obligation secured thereby is not prohibited by Section 6.05; (m) Liens arising out of the conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent or any of its Subsidiaries in the ordinary course of business; (n) Liens solely on ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Parent or any Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; (o) Liens securing reimbursement obligations incurred in the ordinary course of business for trade letters of credit or banker’s acceptances, which Liens encumber only goods, or documents of title covering goods, that are purchased in transactions for which such letters of credit or banker’s acceptances are issued; (p) Liens incurred in the ordinary course of business in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (q) leases, subleases, licenses or sublicenses (including, in the case of licenses and sublicenses, of intellectual property) granted to others in the ordinary course of business that do not and will not materially interfere in any material respect with the ordinary conduct of the business of the Borrower Parent or any SubsidiarySubsidiary and do not secure any Debt; (kr) any interest or title Liens of a lessor or sublessor collecting bank arising under any lease Section 4-210 of real estate permitted hereunderthe Uniform Commercial Code on items in the ordinary course of collection; (s) options, put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other similar investments not prohibited by this Agreement; (t) rights of first refusal, put, call and similar rights arising in connection with repurchase agreements that are not prohibited by this Agreement; (u) any Lien arising under any Loan Document; (v) any Lien on an asset arising out of an agreement to dispose of such asset, to the extent such disposition is not prohibited by this Agreement and such Lien does not secure any other obligation; (w) any extension, renewal or substitution of or for any Lien described in clause (a) or (l) above, in each case (A) to the extent that the amount of the Debt or other obligation secured by the applicable Lien shall not exceed the amount of the Debt or other obligation existing immediately prior to such extension, renewal or substitution and (B) so long as the scope of the property subject to such Lien is not increased; (x) Liens relating to purchase orders and other agreements entered into with customers of the Parent or any zoning Subsidiary in the ordinary course of business; (y) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same create Liens on the related inventory and proceeds thereof; (z) Liens on assets pledged in respect of defeased or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real propertydischarged indebtedness; and (maa) in addition to Liens not otherwise permitted by clauses (a) through (z) above, any other Lien, to the foregoing clauses extent that the outstanding principal amount of the obligations secured thereby, expressed as a Dollar Amount, at the time of creation thereof, in the aggregate with the outstanding principal amount of all other Debt and other obligations then secured pursuant to this clause (aa), does not exceed the greater of (i) $300,000,000 and (ii) 6.5% of the Parent’s Consolidated Total Assets as shown on the then most recent consolidated financial statements of the Parent delivered to the Administrative Agent pursuant to Section 5.01 (or, prior to such initial delivery pursuant to Section 5.01, Section 3.04). Any lien permitted above under this Section securing Debt in an aggregate principal amount at 6.03 on any time outstanding not property may extend to exceed $50,000,000identifiable proceeds of such property.

Negative Pledge. Neither the Borrower No Loan Party nor any Subsidiary of a Loan Party will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by itit (including Capital Securities in any Subsidiary), except: (a) Liens existing on the date of this Agreement Eighth Amendment Effective Date encumbering assets (other than Collateral) securing Debt outstanding on the date of this Agreement Eighth Amendment Effective Date, in a principal amount not exceeding $1,000,000 individually each case as described and not exceeding $10,000,000 in the aggregateprincipal amounts set forth on Schedule 5.14; (b) any Lien existing on Liens for taxes, assessments or similar charges, incurred in the date ordinary course of this Agreement, listed on Schedule 5.06 business that are not yet due and securing Debt outstanding on the date of this Agreement payable or that are being contested in a principal amount of at least $1,000,000 individuallygood faith and with due diligence by appropriate proceedings; (c) Liens incurred or pledges or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in any fund in connection with workers’ compensation, unemployment insurance, old-age pensions or other social security programs which in no event shall become a Lien existing on prior to any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventCollateral Documents; (d) Liens of mechanics, materialmen, warehousemen, carriers or other like liens, securing obligations incurred in the ordinary course of business that: (1) are not yet due and payable and which in no event shall become a Lien prior to any Collateral Documents; or (2) are being contested diligently in good faith pursuant to appropriate proceedings and with respect to which the Loan Party has established adequate reserves on its books and records in accordance with GAAP and which in no event shall become a Lien on prior to any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofCollateral Documents; (e) good faith pledges or deposits made in the ordinary course of business to secure performance of bids, insurance premiums, deductibles or co-insured amounts, 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, stay, customs, 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 Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventCollateral Document; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets, and (ii) the outstanding principal amount of such Debt secured by any such Lien is not increased; (g) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which 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) any Lien on Margin Stock; (i) 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; (j) customary rights of setoff and Liens securing (i) reasonable and customary fees of banks and other depository institutions on Cash and Cash Equivalents held on deposit with such banks and institutions; provided that such Liens are subordinated to the Liens described in Section 5.14(l), (ii) cash and financial assets held in securities accounts in favor of banks and other financial institutions with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business securing payment of fees, indemnities and other similar obligations; (k) Liens on assets owned by Structured Subsidiaries; (l) Liens securing the Administrative Agent and the Secured Parties created or arising under the Loan Documents; (m) Liens securing Debt permitted under Section 5.31(d), 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 (90) days after the acquisition thereof; (n) Liens on the Permitted Capital Securities issued by any Loan Fund Joint Venture securing the applicable Debt of such Loan Fund Joint Venture; (o) Liens on any Capital Securities of any Portfolio Investment, in favor of the secured party as disclosed on a search of UCC filings against such Portfolio Investment as of a date not more than ten days prior to the Eighth Amendment Effective Date; Conformed Credit Agreement - Page 95 (p) Liens securing repurchase obligations arising in the ordinary course of its business which with respect to securities issued or directly and fully guaranteed or insured by the United States of America or any agency thereof; (q) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business, provided that such Liens (i) do not secure Debt attach only to the securities (or Derivatives Obligations, proceeds) being purchased or sold and (ii) do secure only obligations incurred in connection with such purchase or sale, and not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its businessconnection with margin financing; (ir) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount arising out of cash and cash equivalents subject to judgments or awards so long as such Liens may at no time exceed $100,000,000judgments or awards do not constitute an Event of Default under Section 6.01(j); (js) easements, rights Liens arising solely from precautionary filings of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with financing statements under the ordinary conduct Uniform Commercial Code of the business applicable jurisdictions in respect of operating leases entered into by the Borrower or any Subsidiary; (k) of its Subsidiaries in the ordinary course of business or in respect of assets sold or otherwise disposed of to any interest or title of a lessor or sublessor under any lease of real estate permitted Person not prohibited hereunder; (lt) any zoning or similar law or right reserved deposits of money securing leases to or vested which Borrower is a party as lessee made in any governmental office or agency to control or regulate the use ordinary course of any real propertybusiness; and (mu) Liens not in favor of any escrow agent solely on and in respect of any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by any Loan Party in connection with any letter of intent or purchase agreement (to the extent that the acquisition or disposition with respect thereto is otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000hereunder).

Negative Pledge. Neither the Borrower nor Not, and shall not permit any Principal Domestic Subsidiary will to, create, assume or suffer to exist any Lien on any asset Restricted Property now owned or hereafter acquired by it, except: (ai) any Lien which is existing on the Execution Date on Restricted Property and, in the case of any Lien exceeding $50,000,000, is set forth in Schedule 8.2; and, if any property owned or leased by the Borrower or by a present Principal Domestic Subsidiary at any time after the Execution Date becomes Restricted Property, any Liens existing on the date of this Agreement Execution Date on such property securing the Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateor other obligation then secured or evidenced thereby; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (cii) any Lien existing on any asset Restricted Property of any corporation Person at the time such corporation Person becomes a Principal Domestic Subsidiary and not created in contemplation of such event; (diii) any Lien on any asset securing Debt incurred Restricted Property acquired or assumed for constructed by the purpose Borrower or a Principal Domestic Subsidiary after the date of financing all or any part this Agreement, which is placed on such Restricted Property at the time of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereofthereof or prior to, at the time of or within 180 days after completion of construction thereof to secure all or a portion of the price of such acquisition or construction or funds borrowed to pay all or a portion of the price of such acquisition or construction; (eiv) any Lien on any asset Restricted Property of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Borrower or a Principal Domestic Subsidiary and not created in contemplation of such event; (fv) any Lien existing on any asset Restricted Property prior to the acquisition thereof by the Borrower or a Principal Domestic Subsidiary and not created in contemplation of such acquisition; (gvi) Liens imposed by any governmental authority for taxes, assessments, governmental charges, duties or levies not yet due or which are being contested in good faith and by appropriate proceedings; provided adequate reserves with respect thereto are maintained on the books of the Borrower and its Consolidated Subsidiaries in accordance with GAAP; (vii) Customary Permitted Liens; (viii) any other Lien on Restricted Property if, at the time such Lien is created, assumed or suffered to exist, and after giving effect thereto and to any Debt secured or evidenced thereby, the aggregate amount of all outstanding Debt of the Borrower and its Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted Property which are created, assumed or suffered to exist pursuant to this clause (viii) shall not exceed the greater of (A) 15% of Consolidated Net Tangible Assets at the last day of the most recently ended Fiscal Quarter and (B) $500,000,000; and (ix) any Lien arising out of the refinancing, extension, renewal renewal, replacement or refunding of any Debt or other obligation secured by any Lien permitted by any of the foregoing clauses of this Section, ; provided that the principal amount of such Debt or other obligation is not increased (except to the extent of any fees, premiums or other than costs associated with any increase reflecting the costs of such refinancing, extension, renewal renewal, replacement or refunding) and is not secured by any additional assets; Restricted Property (hother than (a)(x) Liens arising improvements on the property originally subject to the Lien, (y) after-acquired property that is affixed or incorporated into the property covered by such Lien and (z) in the ordinary course case of its business which Liens originally permitted by Section 8.2(a)(ii) or (i) do not secure Debt or Derivatives Obligationsiv), (ii) do not secure any obligation after-acquired property of the applicable Principal Domestic Subsidiary to the extent the security agreements in an amount exceeding $200,000,000 place at the time of the acquisition of such Principal Domestic Subsidiary required the grant of such Lien in after-acquired property, and (iiib) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash proceeds and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000products thereof).

Negative Pledge. Neither the Borrower (i) The Issuer will not, nor will it permit any Restricted Subsidiary will createto, issue, assume or suffer to exist guarantee any Lien on indebtedness for borrowed money secured by a mortgage, pledge, lien or other encumbrance of any asset now owned nature (mortgages, pledges, liens and other encumbrances being hereinafter called "mortgage" or hereafter acquired by it"mortgages") upon any property of the Issuer or any Restricted Subsidiary, exceptor upon any shares of stock of any Restricted Subsidiary, without in any such case effectively providing, concurrently with the issuance, assumption or guarantee of any such indebtedness for borrowed money, that the Notes (together with, if the Issuer shall so determine, any other indebtedness of the Issuer or such Restricted Subsidiary ranking equally with the Notes then existing or thereafter created) shall be secured equally and ratably with such indebtedness for borrowed money; provided, however, that the foregoing restrictions shall not apply to: (a1) Liens mortgages existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate1 November, 1991; (b2) mortgages to secure the payment of all or part of the purchase price of such property (other than property acquired for lease to a Person other than the Issuer or a Restricted Subsidiary) upon the acquisition of such property by the Issuer or a Restricted Subsidiary or to secure any Lien existing on indebtedness for borrowed money incurred or guaranteed by the date of this AgreementIssuer or a Restricted Subsidiary prior to, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of, or within 60 days after the later of the acquisition, completion of construction or commencement of full operation of such event; (d) any Lien on any asset securing Debt property, which indebtedness for borrowed money is incurred or assumed guaranteed for the purpose of financing all or any part of the cost purchase price thereof or construction thereof or improvements thereon; provided, however, that in the case of acquiring any such assetacquisition, provided that construction or improvement, the mortgage shall not apply to any property theretofore owned by the Issuer or a Restricted Subsidiary, other than, in the case of any such Lien attaches to such asset concurrently with construction or within 90 days after improvement, any theretofore unimproved real property on which the acquisition thereofproperty so constructed, or the improvement, is located; (e3) any Lien mortgages on any asset the property of any a Restricted Subsidiary on the date it became a Restricted Subsidiary; (4) mortgages securing indebtedness for borrowed money of a Restricted Subsidiary owing to the Issuer or to another Restricted Subsidiary; (5) mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with or into the Borrower Issuer or a Restricted Subsidiary and not created in contemplation or at the time of such eventa purchase, lease or other acquisition of the properties of a corporation or firm as an entirety or substantially as an entirety by the Issuer or a Restricted Subsidiary; (f6) any Lien existing replacement or successive replacement in whole or in part of any mortgage referred to in the foregoing clauses (1) to (5), inclusive; provided, however, that the principal amount of the indebtedness for borrowed money secured by the mortgage shall not be increased and the principal repayment schedule and maturity of such indebtedness shall not be extended and (i) such replacement shall be limited to all or a part of the property which secured the mortgage so replaced (plus improvements and construction on any asset prior such property), or (ii) if the property which secured the mortgage so replaced has been destroyed, condemned or damaged and pursuant to the acquisition thereof by terms of the Borrower mortgage other property has been substituted therefor, then such replacement shall be limited to all or a Subsidiary and not created in contemplation part of such acquisition;substituted property; or (g7) liens created by or resulting from any Lien litigation or other proceeding which is being contested in good faith by appropriate proceedings, including liens arising out of judgments or awards against the refinancing, extension, renewal Issuer or refunding any Restricted Subsidiary with respect to which the Issuer or such Restricted Subsidiary is in good faith prosecuting an appeal or proceedings for review; or liens incurred by the Issuer or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any Debt litigation or other proceeding to which the Issuer or such Restricted Subsidiary is a party. (ii) Notwithstanding the foregoing provisions of this Condition 3(c), the Issuer and any one or more Restricted Subsidiaries may issue, assume or guarantee indebtedness for borrowed money secured by any Lien permitted by any mortgages which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all the other outstanding indebtedness for borrowed money of the foregoing clauses of this Section, provided that such Debt Issuer and its Restricted Subsidiaries secured by mortgages which is not increased listed in clauses (other than any increase reflecting the costs 1) through (7) of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which subsection (i) do of this Condition 3(c), does not secure Debt at the (iii) For the purposes of this Condition 3(c) only, "Consolidated Net Tangible Assets" means the total amount of assets (less depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset amounts under generally accepted accounting principles in the United States) which under generally accepted accounting principles in the United States would be included on a balance sheet of the Issuer and its Restricted Subsidiaries, after deducting therefrom (i) all liability items except indebtedness (whether incurred, assumed or Derivatives Obligationsguaranteed) for borrowed money maturing by its terms more than one year from the date of creation thereof or which is extendible or renewable at the sole option of the obligor in such manner that it may become payable more than one year from the date of creation thereof, shareholders' equity and reserves for deferred income taxes, (ii) do not secure any obligation all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, which in an amount exceeding $200,000,000 each case would be so included on such balance sheet, and (iii) do not amounts invested in, or equity in the aggregate materially detract from the value of its net assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easementsof, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000Non-Restricted Subsidiaries.

Negative Pledge. Neither The Borrower will not, and will not permit any Restricted Subsidiary to enter into any agreement, instrument, deed or lease that prohibits or limits the Borrower nor ability of any Subsidiary will Loan Party to create, incur, assume or suffer to exist any Lien on upon any asset of their respective properties or revenues, whether now owned or hereafter acquired by itacquired, exceptfor the benefit of the Secured Parties with respect to the Secured Obligations or under the Loan Documents; provided that the foregoing shall not apply to restrictions and conditions imposed by: (a) Liens existing on (i) Requirements of Law, (ii) any Loan Document, (iii) [reserved], (iv) any documentation relating to any Permitted Receivables Financing, (v) any documentation governing Incremental Equivalent Debt, (vi) any documentation governing Permitted Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, the date of this Agreement securing Debt outstanding on 2022 Subordinated Note Indenture, the date of this Agreement 2023 Senior Secured Note Indenture, the 2024 Senior Unsecured Convertible Notes, the 2025 Subordinated Note Indenture, the 2024/2026 Subordinated Note Indenture, the 2027 Senior Subordinated Note Indenture or Indebtedness arising under any other Indenture, (vii) any documentation governing Indebtedness pursuant to the Odeon Credit Agreement, (viii) any documentation governing Indebtedness incurred pursuant to Section 6.01(a)(xxvii) and (ix) any documentation governing any Permitted Refinancing incurred to refinance any such Indebtedness referenced in a principal amount not exceeding $1,000,000 individually clauses (i) through (vii) above; provided that with respect to Indebtedness referenced in (A) clauses (v) and not exceeding $10,000,000 (vii) above, such restrictions shall be no materially more restrictive in any material respect than the restrictions and conditions in the aggregateLoan Documents or, in the case of Junior Financing, are market terms at the time of issuance and (B) clause (vi) above, such restrictions shall not expand the scope in any material respect of any such restriction or condition contained in the Indebtedness being refinanced; (b) any Lien customary restrictions and conditions existing on the date Effective Date and any extension, renewal, amendment, modification or replacement thereof, except to the extent any such amendment, modification or replacement expands the scope of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyany such restriction or condition; (c) any Lien existing on any asset restrictions and conditions contained in agreements relating to the sale of any corporation at the time such corporation becomes a Subsidiary or any assets pending such sale; provided that such restrictions and not created in contemplation of conditions apply only to the Subsidiary or assets that is or are to be sold and such eventsale is permitted hereunder; (d) any Lien on any asset securing Debt incurred or assumed for customary provisions in leases, licenses and other contracts restricting the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition assignment thereof; (e) restrictions imposed by any Lien on any asset of any corporation existing at agreement relating to secured Indebtedness permitted by this Agreement to the time extent such corporation is merged or consolidated with or into restriction applies only to the Borrower or a Subsidiary and not created in contemplation of property securing by such eventIndebtedness; (f) any Lien existing on restrictions or conditions set forth in any asset prior to agreement in effect at any time any Person becomes a Restricted Subsidiary (but not any modification or amendment expanding the acquisition thereof by the Borrower scope of any such restriction or a Subsidiary and condition); provided that such agreement was not created entered into in contemplation of such acquisitionPerson becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Borrower or any Restricted Subsidiary; (g) restrictions or conditions in any Lien arising out Indebtedness permitted pursuant to Section 6.01 that is incurred or assumed by Restricted Subsidiaries that are not Loan Parties to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and conditions in the Loan Documents or are market terms at the time 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 issuance and are imposed solely on such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) Restricted Subsidiary and is not secured by any additional assetsits Subsidiaries; (h) Liens arising restrictions on cash (or Permitted Investments) or other deposits imposed by agreements entered into in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets other restrictions on cash or materially impair the use thereof in the operation of its businessdeposits constituting Permitted Encumbrances); (i) Liens restrictions set forth on cash Schedule 6.07 and cash equivalents securing Derivatives Obligations; provided that any extension, renewal, amendment, modification or replacement thereof, except to the aggregate amount extent any such amendment, modification or replacement expands the scope of cash and cash equivalents subject to any such Liens may at no time exceed $100,000,000restriction or condition; (j) easements, rights of way, restrictions, encroachments, customary provisions in joint venture agreements and other minor defects or irregularities similar agreements applicable to joint ventures permitted by Section 6.02 and applicable solely to such joint venture and entered into in title, in each case which do not and will not interfere in any material respect with the ordinary conduct course of the business of the Borrower or any Subsidiary;business; and (k) any interest or title customary net worth provisions contained in real property leases entered into by Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved the Borrower and its Subsidiaries to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000meet their ongoing obligations.

Negative Pledge. Neither the Borrower nor any Subsidiary will createLiens. Create, incur, assume or suffer to exist any Lien of any kind on any asset now owned of their properties or hereafter acquired by itassets of any kind, except:except the following (collectively, "Permitted Liens"): (ai) Liens existing on for or priority claims imposed by law that are incidental to the date conduct of this Agreement securing Debt outstanding on business or the date ownership of this Agreement properties and assets (including mechanic's, warehousemen's, carriers', attorneys' and statutory landlords' liens) and deposits, pledges or Liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in a principal amount not exceeding $1,000,000 individually the ordinary course of business and not exceeding $10,000,000 in connection with the borrowing of money; provided that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Loan Parties as the case may be; and provided, further, that the lien and security interest provided in the aggregateSecurity Documents or any portion thereof created or intended to be created thereby is not, in the opinion of the Agent (utilizing its commercially reasonable discretion in good faith), unreasonably jeopardized thereby; (bii) Liens securing the payments of taxes, assessments and governmental charges or levies incurred in the ordinary course of business that either (y) are not delinquent, or (z) are being contested in good faith by appropriate legal or administrative proceedings and as to which adequate reserves have been set aside on their books, and so long as during the period of any Lien existing on such contest, the date Loan Parties shall suffer no loss of this Agreementany privilege of doing business or any other right, listed on Schedule 5.06 and securing Debt outstanding on power or privilege necessary or material to the date operation of this Agreement in a principal amount of at least $1,000,000 individuallythe Business; (ciii) any Liens listed on the Permitted Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventSchedule attached hereto as Schedule 7.2(b); (div) any Lien on any asset securing Debt incurred subject to the limitations set forth in Section 7.2(a), Liens arising in connection with purchase money Indebtedness and Capitalized Leases (and attaching only to the property being acquired or assumed for the purpose of financing all or any part of the cost of acquiring such assetleased), provided that any such Lien attaches to such asset concurrently with or property within 90 sixty (60) days after of the acquisition thereofthereof and attaches solely to the property so acquired; (ev) extensions, renewals, replacements or refinancings of Liens referred to in clauses (i) through (iv) of this Section 7.2(b); provided that any such extension, renewal, replacement or refinanced Lien on shall be limited to the property or assets covered by the Lien extended, renewed, replaced or refinanced and that the obligations secured by any asset such extension, renewal, replacement or refinancing Lien shall be in an amount not greater than the amount of any corporation existing at the time such corporation is merged obligations secured by the Lien extended, renewed, replaced or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventrefinanced; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (jvi) easements, rights of rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do title and other similar Liens not and will not interfere interfering in any material respect with the ordinary conduct of the business of the Borrower or any SubsidiaryLoan Parties; (kvii) customary rights of set-off in favor of banks; (viii) any interest or title of a lessor licensor, sublicensor, lessor, or sublessor under in the property covered by any license or lease agreement of real estate permitted any Loan Party not otherwise prohibited hereunder; (lix) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) attachments and judgment Liens not otherwise permitted by constituting an Event of Default; (x) Liens on property in existence at the foregoing clauses time of this Section securing Debt any Permitted Acquisition, so long as it is a Permitted Lien and is not created in an aggregate principal amount at any time outstanding not to exceed $50,000,000connection with a Permitted Acquisition; or (xi) Liens granted or created under the Transaction Documents.

Negative Pledge. Neither the The Borrower will not, nor will it permit any Subsidiary will of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any asset property of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired by itacquired, except: (ai) Liens created for the benefit of the Lenders; (ii) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (biii) Permitted Encumbrances; (iv) Liens on property (A)of a Subsidiary to secure only obligations owing to the Borrower or another such Subsidiary or (B) of any Lien existing on Person which becomes a Subsidiary after the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of provided that such Liens in this Agreement clause (B) are in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation existence at the time such corporation Person becomes a Subsidiary and were not created in contemplation of such eventanticipation thereof; (dv) Liens upon real and/or tangible personal property acquired after the date hereof (by purchase, construction or otherwise) by the Borrower or any Lien of its Subsidiaries, each of which Liens either (A) existed on any asset securing Debt incurred such property before the time of its acquisition and was not created in anticipation thereof, or assumed (B) was created solely for the purpose of financing all securing Indebtedness representing, or any part of incurred to finance, refinance or refund, the cost (including the cost of acquiring construction) of such assetproperty; provided that no such Lien shall extend to or cover any property of the Borrower or such Subsidiary other than the property so acquired and improvements thereon; provided, further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed the fair market value (as determined in good faith by a senior financial officer of the Borrower) of such property at the time such Lien is created; and provided finally, that such Lien attaches to such asset concurrently with or within 90 days after the 18 months of acquisition thereof; (evi) any Lien Liens on any asset assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a any Subsidiary and not created in contemplation of under such eventlease; (fvii) any Lien existing on any asset prior to attachment, judgment and other similar Liens arising in connection with court proceedings, provided that (A) the acquisition thereof by the Borrower execution or a Subsidiary and not created in contemplation other enforcement of such acquisitionLiens in an aggregate amount exceeding $50,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (gviii) any Lien arising out of Liens securing Secured Nonrecourse Obligations; (ix) in addition to the refinancing, extension, renewal or refunding of any Debt secured by any Lien Liens permitted by any of in the foregoing clauses (i) through (viii) of this SectionSection 5.02(a), provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (h) Liens arising incurred in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure of the Borrower and any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; Subsidiaries, provided that the aggregate amount of cash and cash equivalents subject Indebtedness secured by Liens pursuant to such Liens may this clause (ix) shall not at no any time exceed $100,000,000250,000; (jx) easementsany extension, rights renewal or replacement, or the combination of, the foregoing, provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business like property); and (xi) additional Liens upon real and/or personal property of the Borrower or any Subsidiary; of its Subsidiaries created after the date hereof so long as Unsecured Debt (kas defined below) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount shall not, at any time outstanding not to time, exceed $50,000,000.Eligible Assets (as defined below). For the purposes of Section 5.02(a)(xi):

Negative Pledge. Neither the The Borrower nor any Subsidiary will not create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens granted by the Borrower existing on the date of this Agreement securing Debt Indebtedness outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate100,000,000; (b) any the Lien existing on of the date of this Agreement, listed on Schedule 5.06 and Mortgage Indenture securing Debt Indebtedness outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyor issued hereafter; (c) any Lien existing on any asset of any corporation Person existing at the time such corporation becomes a Subsidiary Person is merged or consolidated with or into the Borrower and not created in contemplation of such event; (d) any Lien existing on any asset prior to the acquisition thereof by the Borrower and not created in contemplation of such acquisition; (e) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such event;, (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt Indebtedness is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (g) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (h) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law, created in the ordinary course of business and for amounts not past due for more than 60 days or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with generally accepted accounting principles; (i) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations or arising as a result of progress payments under government contracts; (j) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property; (k) Liens with respect to judgments and attachments which do not result in an Event of Default; (1) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or other obligations arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000.

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Subsidiary will of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien on any asset of its assets or property now owned or hereafter acquired by itor, except: (a) Liens existing securing the Obligations, provided, however, that no Liens may secure Hedging Obligations without securing all other Obligations on a basis at least pari passu with such Hedging Obligations and subject to the date priority of payments set forth in Section 2.22 or Section 8.2 of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individuallyPermitted Encumbrances; (c) any Lien Liens on any property or asset of the Borrower or any Restricted Subsidiary existing on the Sixth Amendment Effective Date set forth on Schedule 7.2; provided, that such Lien shall not apply to any other property or asset of the Borrower or any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventRestricted Subsidiary; (d) purchase money Liens upon or in any Lien on any asset securing Debt fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred or assumed solely for the purpose of financing all the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any part of the cost of acquiring Capital Lease Obligations); provided, that (i) such assetLien secures Indebtedness permitted by Section 7.1(c), provided that (ii) such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the principal amount of the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets on the date of such acquisition, construction or improvement; (e) any Lien Liens on any asset property or Capital Stock of any corporation existing Person that becomes a Restricted Subsidiary after the Third Amendment Effective Date in accordance with the terms of this Agreement; provided that such Liens (i) exist at the time such corporation is merged Person becomes a Restricted Subsidiary and are not created in contemplation of or consolidated in connection with such Person becoming a Restricted Subsidiary, (ii) do not extend to any property owned by the Borrower or its other Restricted Subsidiaries and (iii) the aggregate principal amount of Indebtedness does not exceed the amount permitted pursuant to Section 7.1(f); (f) Liens on property at the time the Borrower or any of its Restricted Subsidiaries acquires the property (including by way of merger with or into the Borrower or a Subsidiary any Subsidiary); provided that such Liens (i) exist at the time of such acquisition and are not created in contemplation of or in connection with such event; acquisition, and (fii) do not extend to any Lien existing on any asset prior to the acquisition thereof other property owned by the Borrower or a Subsidiary and not created in contemplation of such acquisitionits Restricted Subsidiaries; (g) Refinancings, extensions, renewals, or replacements of any Lien arising out referred to in paragraphs (a) through (f) of this Section 7.2; provided, that the principal amount of the refinancing, extension, renewal or refunding of any Debt Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt thereby is not increased (except by an amount equal to a reasonable premium or other than any increase reflecting the costs of reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, extension, renewal or refunding) replacement and by an amount equal to any accrued and unpaid interest and fees thereon and that any such refinancing, extension, renewal or replacement is not secured by any additional assetslimited to the assets originally encumbered thereby; (h) Liens arising in securing any Indebtedness permitted by any of Sections 7.1(i), 7.1(j), 7.1(k), and 7.1(l), subject to the ordinary course terms and conditions of its business which (isuch Section; provided, that such Liens securing any Indebtedness permitted by Section 7.1(j) do not secure Debt or Derivatives Obligations, (ii7.1(k) do not secure any obligation in an amount exceeding $200,000,000 may only extend to property and (iii) do not in the aggregate materially detract from the value Capital Stock of its assets or materially impair the use thereof in the operation of its businessForeign Subsidiaries; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that Indebtedness permitted by this Agreement (which may include Indebtedness for borrowed money, to the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in titleextent permitted by this Agreement), in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $50,000,00050,000,000 and (y) 15% of LTM Consolidated EBITDA (as of the date incurred); (j) Liens securing Indebtedness (other than for borrowed money) in an aggregate principal amount outstanding at any time that does not exceed $5,000,000 and such Liens do not encumber the Capital Stock of any Subsidiary; and (k) Liens in respect of Permitted Receivables Financings that extend only to the Receivables Assets subject thereto.

Negative Pledge. Neither the Borrower Company nor any Significant Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateAgreement; (b) any Lien existing on the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (ed) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Borrower Company or a Subsidiary and not created in contemplation of such event; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or a Subsidiary and not created in contemplation of such acquisition; (gf) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assets; (hg) Liens arising in the ordinary course of its business (including, without limitation, Liens on assets securing Debt, interest on which is exempt from federal income tax (“Exempt Debt”); Liens for taxes, assessments or government charges; Liens arising out of the existence of judgments not constituting an Event of Default; statutory and contractual landlords’ liens under leases; Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties; and Liens arising out of claims under any Environmental Law provided such Liens are being contested in good faith) which (i) do not secure Debt (other than Exempt Debt) or Derivatives Obligations, Obligations and (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in of the operation assets of the Company and its businessSubsidiaries, taken as a whole; (ih) Liens on cash and cash equivalents securing Derivatives Obligations; , provided that the aggregate amount of cash and cash equivalents assets subject to such Liens may at no time exceed $100,000,000; (j) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (l) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property300,000,000; and (mi) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt obligations (whether or not constituting Debt) in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00025% of Consolidated Total Assets.