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 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 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 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 5% of Consolidated Total Capital of the Borrower.

Negative Pledge. Neither After the Borrower nor Closing Date, Parent will not, and will not permit any Subsidiary will to, create, assume or suffer to exist be created 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 aggregateany Permitted Encumbrances; (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 acquiring, constructing or improving such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition acquisition, construction or improvement 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 Parent 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 Parent 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, Section 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; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, and (ii) do not secure any single obligation (or any group of related obligations) 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; (jh) easements, rights of way, restrictions, encroachments, Liens existing on the Closing Date 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 propertyset forth on Schedule 5.08 hereto; and (mi) Liens not otherwise permitted by the foregoing clauses of this Section 5.08 securing Debt in an aggregate principal amount at any time outstanding under this Section 5.08(i) together with the aggregate principal amount of unsecured Debt of non-Credit Parties outstanding pursuant to Section 5.09(g), not to exceed $50,000,00010% of Adjusted Consolidated Net Worth.

Negative Pledge. Neither the Borrower Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (aA) Liens existing on the date of this Agreement June 30, 2000 securing Debt outstanding on the date of this Agreement June 30, 2000 in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate50,000,000; (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; (cB) any Lien existing on any asset of any corporation entity at the time such corporation entity becomes a Consolidated Subsidiary and not created in contemplation of such event; (dC) any Lien on any asset securing Debt incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring such asset (or acquiring a corporation or other entity which owned such asset, ); provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofsuch acquisition; (eD) any Lien on any asset of any corporation entity existing at the time such corporation entity is merged or consolidated with or into the Borrower Company or a such Consolidated 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 Consolidated 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) any Lien in favor of the holder of indebtedness (or any Person or entity acting for or on behalf of such holder) arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings and no Default under Section 6.01(J) shall have occurred and is continuing in connection therewith; (H) Liens arising in incidental to the ordinary course normal conduct of its business or the ownership of its assets which (i) do not secure Debt or Derivatives ObligationsDebt, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 and (iii) do not in the aggregate materially detract from the value of the assets of the Company and its assets Consolidated Subsidiaries taken as a whole or in the aggregate 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 Company and its Consolidated Subsidiaries taken as 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 propertywhole; and (mI) Liens securing Debt which are not otherwise permitted by the foregoing clauses of this Section securing Debt in an Section; provided that (i) the aggregate outstanding principal amount of Debt secured by all such Liens on current assets shall not at any time exceed 20% of Consolidated Current Assets and (ii) the aggregate outstanding principal amount of Debt secured by all such Liens (including Liens referred to in clause (i) of this proviso) shall not to at any time exceed $50,000,000the sum of (A) 20% of Consolidated Current Assets plus (B) 3% of Consolidated Net Worth.

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 Borrower nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the Mortgaged Property; (b) Liens existing on the date of this Agreement securing other 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 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 individually100,000,000; (c) any Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (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 secure, in the case of judgments or orders, obligations in an aggregate 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; (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; 100,000,000 and provided further that the sum of (x) such aggregate amount and (y) the aggregate amount of Debt secured as permitted by clause (j) easements, rights below does not at any date exceed 20% 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 propertyConsolidated Tangible Net Worth; and (mj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt, provided that the sum of (x) the principal or face amount of such Debt and (y) the aggregate amount of cash and cash equivalents referred to in an aggregate principal amount clause (i) above does not at any time outstanding not to date exceed $50,000,00020% of Consolidated Tangible Net Worth.

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) Liens any Lien existing on prior to the date of this Agreement Closing Date 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 aggregateDebt; (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 of the foregoing clauses of this Section, clause (a) above; provided that (i) the principal amount of 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 does not exceed $70,000,000 and (ii) the Borrower's obligations under the related reimbursement agreement are not secured or required to be secured by any assets except the assets by which the Borrower's obligations under the Metrocrest Reimbursement Agreement are secured or required to be secured; (e) any Lien securing Non-Recourse Purchase Money Debt; (f) any Lien on assets of a Person which becomes a Subsidiary after the 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 obligations of the Borrower and its Subsidiaries with respect to workers' compensation, malpractice and other insurance policies; (j) Liens arising in the ordinary course of business (other than Liens permitted by clause (g), (h) or (i) above) which (i) do not secure Financial Obligations and (ii) do not secure monetary obligations in an aggregate outstanding amount exceeding $70,000,000; (k) Liens on cash and cash equivalents securing Hedging Obligations; , provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time not 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 100,000,000 at 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 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 sum of (i) the aggregate outstanding principal amount of all Debt secured pursuant to this clause (o) and (ii) without duplication, the aggregate outstanding principal amount of Debt of Subsidiaries incurred in reliance on clause (g) of Section 5.08 shall not exceed 10% (or, if at any such time outstanding not to exceed $50,000,000the Borrower has Investment Grade Ratings from S&P and ▇▇▇▇▇'▇ and at least one such rating is BBB or Baa2 or better, 20%) of the Consolidated Net Worth of the Borrower at such time.

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 The Company will not, and will not permit any Material Subsidiary will to, create, assume or suffer to exist any Lien securing Debt on any asset now owned or hereafter acquired by itRestricted Property, 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 (or merges or combines with) a Material Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset (and improvements thereto and proceeds thereof) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 days one year after the acquisition thereof; (ed) any Lien on any asset improvements constructed on any property of the Company or any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Material Subsidiary and not created in contemplation any theretofore unimproved real property on which such improvements are located securing Debt incurred for the purpose of financing all or any part of the cost of constructing such improvements; provided that such Lien attaches to such improvements within one year after the later of (i) completion of construction of such eventimprovements and (ii) commencement of full operation of such improvements; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or a Material Subsidiary and not created in contemplation of such acquisition; (f) Liens on property of the Company or a Material Subsidiary in favor of any Governmental Authority to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens; (g) Liens resulting from judgments that have been stayed or bonded or not exceeding $500,000,000; (h) Liens on property of any Material Subsidiary in favor of the Company and/or one or more Material Subsidiaries; (i) any Lien created or subsisting in order to comply with Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) or pursuant to Section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV); (j) any Lien entered into by the Company or any Material Subsidiary in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and any Lien arising under the general terms and conditions of banks or Sparkassen (Allgemeine Geschäftsbedingungen der Banken oder Sparkassen) with whom the Company or the relevant Material Subsidiary maintains a banking relationship in the ordinary course of business; (k) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed the greater of (x) 15% of Consolidated Net Tangible Assets (measured at the time of incurrence of such Debt) and (y) $7,500,000,000; and (l) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, Section 5.03; 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 assets other than improvements thereon 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 $50,000,000proceeds thereof.

Negative Pledge. Neither the Borrower nor any and no 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 Person at the time such corporation Person becomes a Subsidiary and not created in contemplation of such event; (db) 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 such Lien attaches attached to such asset concurrently with or within 90 days six months after the acquisition thereof; (ec) 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; (fd) 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; (ge) 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 Sectionsubsection 6.1; provided, provided that the principal amount of such Debt is not increased (other than any increase reflecting the costs of and such refinancing, extension, renewal or refunding) and Debt is not secured by any additional assets; (hf) 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 businessPermitted Encumbrances; (ig) 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 secure indebtedness of the business pollution control or industrial revenue bond type and Liens in favor of the Borrower United States or any Subsidiary; (k) state thereof, or any interest department, agency, instrumentality 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 political subdivision of any real propertysuch jurisdiction, to secure any Debt incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto; and (mh) Liens not otherwise permitted by the foregoing clauses of this Section subsection 6.1, securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,00010% of Consolidated Net Assets.

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 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 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 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 So long as any of the foregoing clauses Notes remains outstanding (as defined in the Trust Deed), no relevant Obligor will (except as otherwise required by law or a court of this Sectioncompetent jurisdiction) create or permit to subsist any Security upon, provided or with respect to, any of its present or future assets or revenues to secure any existing or future Relevant Indebtedness of any person (or to secure any guarantee given by any relevant Obligor of any Relevant Indebtedness of any person), unless such Obligor shall, simultaneously with, or prior to, the creation of such Security, take any and all action necessary to procure that all amounts payable by any relevant Obligor under the Notes, the Coupons and the Trust Deed are secured equally and rateably therewith by such Security in the same manner or in a manner satisfactory to the Trustee or that such Debt other Security is provided as the Trustee shall, in its absolute discretion, deem not increased materially less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (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 as defined in the ordinary course Trust Deed) of its business which (i) do the Noteholders. The foregoing shall 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;apply to: (i) Liens on cash any Security created by any relevant Obligor after the date of issue of the Notes in substitution for any Security created by a company which becomes a Subsidiary (as defined in the Trust Deed) of such Obligor after the date of issue of the Notes (if such last-mentioned Security shall have been created prior to the date of, and cash equivalents securing Derivatives Obligations; provided that not in contemplation of, such company becoming a Subsidiary of such Obligor) the aggregate amount value of cash and cash equivalents subject to such Liens may at no time which does not materially exceed $100,000,000the then current value of the Security for which it is being substituted; (jii) easementsany Security created by any relevant Obligor (whether prior to, rights of way, restrictions, encroachments, and other minor defects simultaneously with or irregularities in title, in each case which do not and will not interfere in any material respect with following the ordinary conduct issue of the business Relevant Indebtedness) upon an amount of assets with a value not exceeding the amount of the Borrower proceeds or the anticipated proceeds of, or upon the proceeds (or any Subsidiary; part or parts of the proceeds) of, or upon any assets, returns, revenues or other benefits acquired or to be acquired with, or relating to, the proceeds (kor any part or parts of the proceeds) of, 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 propertysuch Relevant Indebtedness; and (miii) Liens any Security relating to any loan or other indebtedness which does not otherwise permitted by wholly come within the foregoing clauses definition of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,000Relevant Indebtedness set out below.

Negative Pledge. Neither the such Borrower nor any Subsidiary of such 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 on the date Liens arising pursuant to securitization of this Agreement, listed on Schedule 5.06 accounts receivable in respect of recovery by ConEd or O&R of Electric and/or Steam Stranded Cost and securing Debt outstanding on the date of this Agreement Liens in a connection with up to $46,300,000 aggregate principal amount of at least $1,000,000 individually5.22% Transition Bonds, Series 2004-1 of Rockland Electric Transition Funding LLC; (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 such Borrower and its Subsidiaries in an aggregate principal or face amount not at any time outstanding not to exceed $50,000,000exceeding 5% of Consolidated Total Capital of such Borrower.

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 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 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 Subsidiary 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 Closing Date set forth on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetSchedule 7.2; provided, provided that such Lien attaches shall not apply to such any other property or 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; (kd) purchase money Liens upon or in any interest fixed or title capital assets to secure the purchase price or the cost of a lessor construction or sublessor under 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 lease Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 180 days after the acquisition, improvement or completion of real estate permitted hereunderthe 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; (le) Liens securing Indebtedness permitted pursuant to Section 7.1(f); provided, that such Lien does not extend to any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate assets other than the use assets of any real propertythe Person which becomes a Subsidiary after the date of this Agreement; and (mf) Liens not otherwise permitted by the foregoing clauses extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (e) 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 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 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 the Borrower a Credit Party 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 Effective Date and listed 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 5.9 hereto; (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, so long as such Lien does not attach to any other asset of such Subsidiary; (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 only to such asset acquired and attaches 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 a Credit Party or a its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower a Credit Party 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 the amount of 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 which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $200,000,000 5,000,000 and (iii) do not in the aggregate materially detract from the value of its the assets secured or materially impair the use thereof in the operation of its such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (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 $100,000,000Debt permitted under Section 5.15(iv) hereof; (j) easementsLiens incurred or deposits or pledges (1) made in the ordinary course of business (i) in connection with workers’ compensation, rights of way, restrictions, encroachments, unemployment insurance and other minor defects types of social security, (ii) to secure the payment or irregularities in titleperformance of tenders, in each case which do not statutory or regulatory obligations, bids, leases, contracts (including contracts to provide customer care services, billing services, transaction processing services and will not interfere in other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or requested by the United States, any material respect with the ordinary conduct State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the business foregoing in connection with any contract or statute (exclusive of obligations for the Borrower payment of borrowed money), or (iii) to cover anticipated costs of future redemptions of awards under loyalty marketing programs; or (2) required or requested by any regulatory authority having jurisdiction over any Insured Subsidiary in favor of any such regulatory authority or its nominee or made to comply or maintain compliance with Section 5.16 or any Subsidiary; (k) any interest similar provision 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 propertyagreement; and (mk) Liens not otherwise permitted by the foregoing clauses of this Section 5.9 securing Debt in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,000250,000,000. In each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Lien on a specified asset or group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof.

Negative Pledge. Neither the Borrower nor any Restricted Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 Liens securing Debt outstanding on of a Restricted Subsidiary owing to the date of this Agreement in a principal amount of at least $1,000,000 individuallyBorrower or to another Restricted 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 incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetasset (and/or, in the case of the acquisition of a business, any Lien on the equity and/or assets of the acquired entity), provided that such Lien attaches to such asset concurrently with or within 90 180 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 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 in favor of any customer (including any Governmental Authority) to secure partial, progress, advance or other payments or performance pursuant to any contract or statute or to secure any related indebtedness or to secure Debt guaranteed by a Governmental Authority; (i) Liens incurred in the ordinary course of business not securing Debt which do not impair in any material respect the usefulness in the business of the Borrower and its Restricted Subsidiaries of the assets to which such Liens attach; materialmen’s, suppliers’, tax or other similar Liens arising in the ordinary course of its business securing obligations which (i) do are not secure Debt overdue or Derivatives Obligations, (ii) do not secure are being contested in good faith by appropriate proceedings; Liens arising by operation of law in favor of any obligation in an amount exceeding $200,000,000 and (iii) do not lender to the Borrower or any Restricted Subsidiary in the aggregate materially detract from ordinary course of business constituting a banker’s lien or right of offset in moneys of the value of its assets Borrower or materially impair the use thereof a Restricted Subsidiary deposited with such lender in the operation ordinary course of its business; and appeal bonds in respect of appeals being prosecuted in good faith; (ij) 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 $100,000,00050,000,000; (jk) easements, rights of way, restrictions, encroachments, Liens securing Debt equally and other minor defects or irregularities in titleratably securing the Loans and such Debt; provided that the Required Lenders may, in each case their sole discretion, refuse to take any Lien on any asset (which do not and refusal will not interfere in limit the Borrower’s or any material respect with Restricted Subsidiary’s ability to incur a Lien otherwise permitted by this Section 5.08(k)); such Lien may equally and ratably secure the ordinary conduct of the business Loans and any other obligation of the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunderits Subsidiaries, other than an obligation that is subordinated to the Loans; (l) any zoning or similar law or right reserved Liens securing contingent obligations in an aggregate principal amount not to or vested in any governmental office or agency to control or regulate the use of any real propertyexceed $25,000,000; and (m) 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 at the time of incurrence the greater of 12.5% of Consolidated Net Worth or $50,000,00075,000,000. For the avoidance of doubt, the creation of a security interest arising solely as a result of, or the filing of UCC financing statements in connection with, any sale by the Borrower or any of its Subsidiaries of accounts receivable not prohibited by Section 5.07 shall not constitute a Lien prohibited by this covenant.

Negative Pledge. 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 Borrower a Credit Party 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 Effective Date and listed 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 5.9 hereto; (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 merges with or 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 only to such asset acquired and attaches 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 a Credit Party or a its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower a Credit Party 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 the amount of 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 which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding U.S. $200,000,000 5,000,000 and (iii) do not in the aggregate materially detract from the value of its the assets secured or materially impair the use thereof in the operation of its such Credit Party or Subsidiary’s business; (h) Liens arising in connection with Qualified Securitization Transactions; (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 $100,000,000Debt permitted under Section 5.15(iv) hereof; (j) easementsLiens incurred or deposits or pledges made in the ordinary course of business (i) in connection with workers’ compensation, rights of way, restrictions, encroachments, unemployment insurance and other minor defects types of social security, (ii) to secure the payment or irregularities in titleperformance of tenders, in each case which do not statutory or regulatory obligations, bids, leases, contracts (including contracts to provide customer care services, billing services, transaction processing services and will not interfere in other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or requested by the United States, any material respect with the ordinary conduct State thereof or any foreign government or any subdivision, department, agency, organization or instrumentality of any of the business foregoing in connection with any contract or statute (exclusive of obligations for the Borrower payment of borrowed money), or any Subsidiary; (kiii) any interest or title to cover anticipated costs of a lessor or sublessor future redemptions of awards 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 propertyloyalty marketing programs; and (mk) Liens not otherwise permitted by the foregoing clauses of this Section 5.9 securing Debt in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,00020% of Consolidated Net Worth of the Borrower. In each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Lien on a specified asset or group or type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof.

Negative Pledge. The Borrower will not 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 Restricted Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in 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 Liens securing Debt outstanding on of a Restricted Subsidiary owing to the date of this Agreement in a principal amount of at least $1,000,000 individuallyBorrower or to another Restricted 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 incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetasset (and/or, in the case of the acquisition of a business, any Lien on the equity and/or assets of the acquired entity), provided that such Lien attaches to such asset concurrently with or within 90 180 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 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 in favor of any customer (including any Governmental Authority) to secure partial, progress, advance or other payments or performance pursuant to any contract or statute or to secure any related indebtedness or to secure Debt guaranteed by a Governmental Authority; (i) Liens incurred in the ordinary course of business not securing Debt that do not impair in any material respect the usefulness in the business of the Borrower and its Restricted Subsidiaries of the assets to which such Liens attach; (j) carriers’, warehousemen’s, mechanics’, materialmen’s, suppliers’ or other similar Liens, in each case arising in the ordinary course of its business securing obligations which are not overdue for a period of more than 30 days or are being contested in good faith by appropriate proceedings; (k) Liens for taxes, assessments or governmental charges or levies, in each case arising in the ordinary course of business securing obligations which are (i) do not overdue or (ii) being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP; (l) Liens arising by operation of law in favor of any lender to the Borrower or any Restricted Subsidiary in the ordinary course of business constituting a banker’s lien or right of offset in moneys of the Borrower or a Restricted Subsidiary deposited with such lender in the ordinary course of business; (m) licenses or sublicenses of intellectual property in the ordinary course of business; (n) the interests of lessees, lessors, licensees and licensors under leases, subleases, licenses or sublicenses, as applicable, in, and the interest of managers or operators with respect to, real or personal property made in the ordinary course of business; (o) deposits to secure Debt the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or Derivatives Obligationslitigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (p) Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement; (q) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j) or securing appeal bonds in respect of appeals being prosecuted in good faith; (r) pledges and deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security or retirement benefits legislation or similar law or regulations; (s) Liens arising out of a conditional sale, title retention, consignment or similar arrangement for the sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (t) Liens that are contractual rights of set-off (i) relating to the establishment of depositary relations with banks or other financial institutions not given in connection with the issuance of Debt, (ii) do not secure relating to pooled deposit or sweep accounts of the Borrower or any obligation of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in an amount exceeding $200,000,000 and the ordinary course of business of the Borrower or any of its Restricted Subsidiaries or (iii) do not relating to agreements other than in connection with Debt or Derivatives Obligations entered into by the Borrower or any of its Restricted Subsidiaries; (u) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the aggregate materially detract from the value ordinary course of its assets or materially impair the use thereof in the operation of its business; (iv) 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; (jw) easements, rights of way, restrictions, encroachments, Liens securing Debt equally and other minor defects or irregularities in titleratably securing the Loans and such Debt; provided that the Required Lenders may, in each case their sole discretion, refuse to take any Lien on any asset (which do not and refusal will not interfere in limit the Borrower’s or any material respect with Restricted Subsidiary’s ability to incur a Lien otherwise permitted by this Section 5.08(w)); such Lien may equally and ratably secure the ordinary conduct of the business Loans and any other obligation of the Borrower or any Subsidiaryof its Subsidiaries, other than an obligation that is subordinated to the Loans; (kx) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunderLiens securing contingent obligations in an aggregate principal amount not to exceed $50,000,000; (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 (my) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt obligations in an aggregate principal or face amount at any date not to exceed at the time outstanding of incurrence the greater of 12.5% of Consolidated Net Worth and $800,000,000; and (z) Liens on accounts receivable and related assets securing obligations under the Borrower’s Securitization Facility in an aggregate amount not to exceed $50,000,000500,000,000. For the avoidance of doubt, the creation of a security interest arising solely as a result of, or the filing of UCC financing statements in connection with, any sale by the Borrower or any of its Subsidiaries of accounts receivable not prohibited by Section 5.07 shall not constitute a Lien prohibited by this covenant.

Negative Pledge. 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 The Borrower nor any shall not, and shall procure that no Principal Subsidiary will (other than Listed Principal Subsidiaries and their Subsidiaries) shall, create, incur, assume or suffer permit to exist subsist any Lien on Encumbrance over any asset now owned or hereafter acquired by it, exceptof its assets to secure the Indebtedness of such company except for: (aA) Liens existing on Permitted Encumbrances; (B) the creation of Encumbrances (other than Permitted Encumbrances) to secure Indebtedness incurred after the date of this Agreement securing Debt where the aggregate 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 such secured Indebtedness (excluding secured Indebtedness of Listed Principal Subsidiaries and their respective Subsidiaries and indebtedness secured by Permitted Encumbrances) is less than or equal to 50% of the Borrower's Adjusted Consolidated Net Worth as determined by reference to the most recent Financial Statements delivered pursuant to clause 17.1 (Financial Statements) provided that not less than 10 Business Days after the creation of any such Encumbrances in respect of Indebtedness of greater than US$30,000,000 (or its equivalent), the Borrower has provided a confirmation in writing to the Agent certifying compliance with the foregoing requirement and setting out details of all Indebtedness secured and to be secured and the Borrower's Adjusted Consolidated Net Worth; or (C) Encumbrances created, incurred, assumed or permitted to subsist on terms satisfactory to the Agent (acting on the instructions of the Majority Lenders) including effective provisions being made whereby the Facility will be secured either at least $1,000,000 individually; (c) any Lien existing on any asset of any corporation at the time equally and rateably with such corporation becomes a Subsidiary and not created in contemplation of Indebtedness or by 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 other Encumbrances as shall have been approved by the Borrower or a Subsidiary and not created in contemplation of Majority Lenders for so long as 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 Indebtedness 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 $50,000,000be so secured.

Negative Pledge. Neither (a) Subject to paragraph (b) below, the Borrower nor Company shall not (and shall ensure that no other Group Company will) create or permit to subsist any Subsidiary will create, assume or suffer to exist Security over any Lien on any asset now owned or hereafter acquired by it, exceptof its assets other than: (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 aggregateany Security created under any Finance Document; (bii) any Lien existing on Security arising by operation of law or in the ordinary course of trade; (iii) any Security granted in the ordinary course of trade over accounts created pursuant to any deposit or retention of purchase price arrangements; (iv) any netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Group Companies; (v) any Security over an asset of a Group Company established to hold assets of any share option scheme of the Group securing any loan from a Group Company to finance the acquisition of such assets; (vi) any Security over an asset of a Group Company, or any company which becomes a Group Company, to secure Financial Indebtedness incurred by such company for the purpose of purchasing that asset or of refinancing any such Financial Indebtedness where recourse for that Financial Indebtedness is limited solely to such Security, provided that such Security secures Financial Indebtedness, the aggregate outstanding principal amount of which does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time; (vii) any Security over treasury shares in a Group Company which have been purchased pursuant to a share buy-back scheme; (viii) any Security over or affecting any property or asset of a Group Company after the date of this Agreement, listed where the Security is created prior to the date on Schedule 5.06 and securing Debt outstanding on which that company becomes a Group Company, if: (A) the Security was not created in contemplation of the acquisition of that company; (B) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and (C) the Security is removed or discharged within three months of that company becoming a Group Company; (ix) any Security over or affecting any property or asset acquired by a Group Company after the date of this Agreement in a principal amount of at least $1,000,000 individually;if: (cA) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and Security was not created in contemplation of such eventthe acquisition of that asset by a Group Company; (dB) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a Group Company; and (C) the Security is removed or discharged within three months of the date of acquisition of such asset; (x) any Lien on Security listed in Part I of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) where the principal amount secured has not been increased since the date of this Agreement unless expressly permitted by the terms of this Agreement; (xi) any asset securing Debt incurred or assumed for the purpose of financing all or any Security granted by a Group Company over trade receivables as part of any invoice discounting, factoring or securitisation arrangement which trade receivables have a maturity of less than 364 days where the cost aggregate principal amount of acquiring Financial Indebtedness secured by such assetSecurity does not exceed Euro 600,000,000 (or its equivalent in any currency or currencies) provided that to the extent security created pursuant to paragraph (xvi) below is security for a securitisation, the amount referred to herein shall be decreased by the principal amount of the securitisation secured by such Security; (xii) any Security granted by a Group Company (other than an Obligor) in favour of another Group Company or Security granted by an Obligor in favour of another Obligor, provided that such Lien attaches to such asset concurrently with no Non-Obligor Chargor or within 90 days after member of the acquisition thereofGuarantor Coverage Group may grant any Security in favour of, or for the benefit of, a Sappi Manufacturing Group Company; (exiii) any Lien on any asset retention or extended retention of any corporation existing at title, hire purchase or conditional sale arrangements or other arrangements having the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary same effect and not created in contemplation rights 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 set-off arising in the ordinary course of its business trade with suppliers of goods and services to any Group Company and if arising as a result of any default or omission by any Group Company, which (i) do does 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 subsist for a period of its assets or materially impair the use thereof in the operation of its businessmore than 90 days; (ixiv) Liens on cash and cash equivalents securing Derivatives Obligations; provided that any Security granted with the aggregate amount prior consent of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000the Majority Lenders; (jxv) easements, rights any Security granted in favour of way, restrictions, encroachments, a Senior Creditor to the extent that such Security secures all Senior Creditors on a pari passu basis and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with is otherwise permitted under the ordinary conduct terms of the business of the Borrower or any SubsidiaryIntercreditor Agreement; (kxvi) any interest or title of a lessor or sublessor Security created over the M-Real Trade Receivables to secure Financial Indebtedness permitted under any lease of real estate permitted hereunderClause 22.9 (Financial Indebtedness); (lxvii) any zoning or similar law or right reserved to or vested Bond Only Security (as defined in any governmental office or agency to control or regulate the use of any real propertyIntercreditor Agreement); and (mxviii) Liens any Security not otherwise permitted by falling within any of paragraphs (i) to (xvii) above over an asset which secures indebtedness, the foregoing clauses of this Section securing Debt in an aggregate principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any Group Company (other than Security falling within paragraphs (i) to (xvii) above inclusive)) does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time outstanding not time. (b) The Company shall procure that no Sappi Manufacturing Group Company will create or permit to exceed $50,000,000subsist any Security over any of its assets for Sappi Manufacturing Group Indebtedness other than Security permitted under sub-paragraphs (ii) (arising by operation of law only), (iv), (viii), (ix), (x), (xi), (xii), (xiv) or (xviii) of paragraph (a) above.

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 of its Subsidiaries 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 amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate5,000,000; (b) any Lien Liens existing on the date of this Agreement, listed Agreement (assuming the Unilin Acquisition has been consummated) and described on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in a principal amount of at least $1,000,000 individually5.06; (c) any Lien existing on (i) any asset of any corporation Person at the time such corporation Person becomes a Consolidated Subsidiary or is merged or consolidated with or into the Borrower or a Consolidated Subsidiary (including in connection with the Unilin Acquisition) and (ii) any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary, in each case, 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 or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition or completion of construction thereof; (e) Liens securing Debt owing by any Lien on any asset of any corporation existing at Subsidiary to the time such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventBorrower; (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 paragraphs 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 incidental to the ordinary course conduct of its business or the ownership of its assets which (i) do not secure Debt or Derivatives Obligations, and (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not not, in the aggregate aggregate, materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (h) any Lien on Margin Stock; (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 $100,000,000in connection with an Asset Securitization permitted under Section 5.09; (j) easementsLiens involuntarily imposed and being contested in good faith, 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 subject to the Borrower or any Subsidiarysuch Subsidiary having established reasonable reserves therefor to the extent required under GAAP; (k) any interest or title Liens against the assets of a lessor or sublessor Aladdin (formerly owned by Galaxy) under any lease the Catoosa Co. IRB solely to the extent existing as of real estate permitted hereunderthe date hereof; (l) any zoning or similar law or right reserved Liens against the assets of Aladdin (formerly owned by Image Industries, Inc.) under the Summerville City IRB solely to or vested in any governmental office or agency to control or regulate the use extent existing as of any real propertythe date of the acquisition by Aladdin of certain assets of Image Industries, Inc. as contemplated by that certain Asset Purchase Agreement dated as of November 12, 1998, by and among Aladdin, Image Industries, Inc. and The Maxim Group, Inc., as amended and restated on January 29, 1999; and (m) Liens not otherwise granted to the Administrative Agent for the benefit of the Administrative Agent and the Banks under the Loan Documents; provided that Liens permitted by the foregoing clauses paragraphs (a) through (h) shall at no time secure Debt, when aggregated with outstanding Debt of this the Subsidiaries permitted pursuant to Section securing Debt 5.18(e), in an aggregate principal amount at any time outstanding not to exceed $50,000,000exceeding 15% of Consolidated Net Worth.

Negative Pledge. Neither the Borrower nor Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits 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 intended to be 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 of this Agreement Closing Date to finance the Transactions and any Permitted Refinancing thereof 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 or are binding on a newly formed Restricted Subsidiary that purchases or acquires (in one transaction or a series of transactions) all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of another Person, so long as, in each case, such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary (or such acquisition) or are 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 are joint venture agreements and other similar agreements applicable to Joint Ventures and applicable solely to such corporation is merged or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventJoint Venture; (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 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 (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 are restrictions on cash or title other deposits imposed by customers or trade counterparties under contracts entered into in the ordinary course of a lessor or sublessor under any lease of real estate permitted hereunderbusiness; (l) arise in connection with cash or other deposits permitted under Section 7.01; (m) comprise restrictions that are, taken as a whole, in the good faith judgment of the Borrower (i) no more restrictive with respect to the Borrower or any zoning Restricted Subsidiary than customary market terms for Indebtedness of such type, (ii) no more restrictive than the restrictions contained in this Agreement, or not reasonably anticipated to materially and adversely affect the Loan Parties’ ability to make any payments required hereunder; (n) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over the Borrower or any Restricted Subsidiary; (o) customary restrictions contained in Indebtedness permitted to be incurred pursuant to Section 7.03(g), (h), (i), (j), (l), (m), (x) or (y); (p) Contractual Obligations that are subject to the applicable override provisions of the UCC; (q) customary provisions (including provisions limiting the Disposition, distribution or encumbrance of assets or property) included in sale leaseback agreements or other similar law agreements; (r) net worth provisions contained in agreements entered into by the Borrower or right reserved 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 vested such Restricted Subsidiary to meet its ongoing obligations; (s) restrictions arising in any governmental office agreement relating to (i) any Cash Management Obligation to the extent such restrictions relate solely to the cash, bank accounts or agency other assets or activities subject to control the applicable Cash Management Services, (ii) any treasury arrangements and (iii) any Hedge Agreement; (t) restrictions on the granting of a security interest in Intellectual Property contained in licenses, sublicenses or regulate cross-licenses by the use Borrower or any Restricted Subsidiary of any real propertysuch Intellectual Property, which licenses, sublicenses and cross-licenses were entered into in the ordinary course of business; 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 the good faith determination of the Borrower, materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. Notwithstanding the foregoing, in no event shall any time outstanding not Loan Party or any Restricted Subsidiary enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits any Restricted Subsidiary to exceed $50,000,000create, incur, assume or suffer to exist Liens on any Material Intellectual Property related to any Specified Product for the benefit of the Lenders to secure the Obligations under the Loan Documents, other than any prohibitions included in any licenses or sublicenses of any Specified Product in the ordinary course of business.

Negative Pledge. Neither the Borrower nor any Subsidiary will create, assume not pledge or suffer otherwise subject to exist any Lien on any asset now owned of its property or hereafter acquired assets to secure any Indebtedness unless the Loan and the Obligations of Borrower under this Agreement are secured by itsuch Lien equally and ratably with all other obligations secured thereby so long as such other obligations shall be so secured; provided, excepthowever, that such covenant will not apply to: (a) Liens existing on the date pledge of this Agreement any assets of Borrower to secure any financing by Borrower of the exporting of goods to or between, or the marketing thereof in, jurisdictions other than the United States in connection with which Borrower reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a Lien, cash, securities or receivables, for the purpose of securing Debt outstanding on banking accommodations or as the date basis for the issuance of this Agreement bankers’ acceptances or in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateaid of other similar borrowing arrangements; (b) any Lien existing on the date deposit of this Agreementassets of Borrower in favor of any governmental bodies to secure progress, listed on Schedule 5.06 and securing Debt outstanding on the date of this Agreement in advance or other payments under a principal amount of at least $1,000,000 individuallycontract or statute; (c) any Lien existing or charge on any asset property of any corporation Borrower, tangible or intangible, real or personal, existing at the time such corporation becomes a Subsidiary and not created in contemplation of acquisition or construction of such event; property (dincluding acquisition through merger or consolidation) or given to secure the payment of all or any Lien on part of the purchase or construction price thereof or to secure any asset securing Debt indebtedness incurred prior to, at the time of, or assumed within one year after, the acquisition or completion of construction thereof for the purpose of financing all or any part of the cost purchase or construction price thereof; (d) bankers’ liens or rights of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofoffset; (e) any Lien on any asset securing the performance of any corporation existing at contract or undertaking not directly or indirectly in connection with the time such corporation is merged borrowing of money, obtaining of advances or consolidated with credit or into the Borrower or a Subsidiary securing of debt, if made and not created continuing in contemplation the ordinary course of such eventbusiness; (f) any Lien existing on any asset prior to as of the acquisition thereof by the Borrower or a Subsidiary and not created in contemplation date of such acquisitionthis Agreement; (g) any Lien arising out comprising a netting, set-off or cash-pooling arrangement entered into by Borrower in the ordinary course of its banking arrangements for the refinancing, extension, renewal or refunding purpose 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) netting debit and is not secured by any additional assetscredit balances; (h) Liens any Lien arising by virtue of any payment or close out netting or set-off arrangement pursuant to any Swap Contract entered into by Borrower but excluding any Lien under a credit support arrangement; (i) any Lien arising by operation of law and in the ordinary course of business; (j) any Lien on an asset, or an asset of any person, acquired by Borrower after the date of this Agreement but only for a period of six (6) months from the date of acquisition and to the extent that the principal amount secured by that Lien has not been incurred or increased in contemplation of, or since, the acquisition; (k) any Lien arising under any retention of title, hire purchase or conditional sale arrangement or arrangement having similar effect in respect of goods supplied to Borrower in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by Borrower; (l) any Lien over goods or documents of title arising in the ordinary course of 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 letter of credit transactions entered into in the aggregate materially detract from the value ordinary course of its assets or materially impair the use thereof in the operation of its businesstrade; (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 any Lien provided with the prior consent of Lender; (n) any Lien securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of any Lien given by Borrower other than any Lien permitted under the preceding sub-paragraphs) does not otherwise permitted by exceed RMB 700,000,000 (or its equivalent in another currency or currencies); or (o) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien, charge or pledge referred to in the foregoing clauses (a) to (n), inclusive, of this Section securing Debt in an aggregate principal 6.4; provided, however, that the amount at of any and all obligations and indebtedness secured thereby shall not exceed the amount thereof so secured immediately prior to the time outstanding not of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to exceed $50,000,000all or a part of the property which secured the charge or lien so extended, renewed or replaced (plus improvements on such property).

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 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 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 or improving such asset, provided that such Lien attaches to such asset concurrently with or within 90 180 days after the later of the acquisition or completion of improvement 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; (f) any Lien securing (i) Debt of the Borrower to a Subsidiary or (ii) Debt of a Subsidiary to the Borrower or another Subsidiary; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing 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 $200,000,000 100,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash and cash equivalents securing Derivatives Obligations; , provided that the aggregate amount of cash and cash equivalents subject to such Liens may at no time exceed $100,000,000; (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 property50,000,000; and (mj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any time outstanding not to exceed the greater of (i) $50,000,000250,000,000 or (ii) 10% of the Borrower's Consolidated Net Tangible Assets.

Negative Pledge. Neither the Borrower Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on December 31, 2012 and continuing to exist on the date of this Agreement Effective Date securing Debt outstanding on December 31, 2012 and continuing to exist on the date of this Agreement Effective Date in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate50,000,000; (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 entity at the time such corporation entity becomes a Consolidated Subsidiary and not created in contemplation of such event; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (dc) any Lien on any asset securing Debt incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring such asset (or acquiring a corporation or other entity which owned such asset, ); provided that such Lien attaches to such asset concurrently with or within 90 ninety (90) days after the acquisition thereofsuch acquisition; (ed) any Lien on any asset of any corporation entity existing at the time such corporation entity is merged or consolidated with or into the Borrower Company or a Consolidated Subsidiary and not created in contemplation of such event; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or a Consolidated Subsidiary and not created in contemplation of such acquisition; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (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 subsections 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; (g) any Lien in favor of the holder of indebtedness (or any Person or entity acting for or on behalf of such holder) arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings and no Default under Section 6.01(k) shall have occurred and is continuing in connection therewith; (h) Liens arising in incidental to the ordinary course normal conduct of its business or the ownership of its assets which (i) do not secure Debt or Derivatives ObligationsDebt, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 and (iii) do not in the aggregate materially detract from the value of the assets of the Company and its assets Consolidated Subsidiaries taken as a whole or in the aggregate materially impair the use thereof in the operation of the business of the Company and its businessConsolidated Subsidiaries taken as a whole; (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided that the aggregate amount of cash and cash equivalents subject incurred pursuant to such Liens may at no time exceed $100,000,000Section 2.06(j) or 2.24(c)(ii); (j) easements, rights Liens on assets of way, restrictions, encroachments, and other minor defects or irregularities TopBuild in title, in each case which do not and will not interfere in any material respect with the ordinary conduct favor of the business of agent under the Borrower or any Subsidiary;TopBuild Credit Facility so long as the TopBuild Credit Facility Conditions are satisfied; 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 to or vested in any governmental office or agency to control or regulate the use of any real property; and (m) Liens securing Debt which are not otherwise permitted by the foregoing clauses subsections of this Section securing Debt in an Section; provided that the aggregate outstanding principal amount of Debt secured by all such Liens shall not at any time outstanding not to exceed the greater of (i) 10% of Consolidated Net Worth (calculated as of the last day of the most recently ended Fiscal Quarter) and (ii) $50,000,000100,000,000.

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 nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate30,000,000; (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 Consolidated 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 or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition or completion of construction thereof; (ed) any Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses paragraphs 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; (h) 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 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 the operation of its business; (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 $100,000,000; (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 propertyMargin Stock; and (mj) Liens not otherwise permitted by the foregoing clauses paragraphs of this Section securing Debt (other than indebtedness represented by the Notes) in an aggregate principal amount at any time outstanding not to exceed $50,000,00010% of Consolidated Tangible Net Worth. Provided Liens permitted by the foregoing paragraphs (a) through (j) shall at no time secure Debt in an aggregate amount greater than 15% of Consolidated Tangible Net Worth.

Negative Pledge. Neither the Borrower Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Amended Agreement securing Debt outstanding on the date of this Amended 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 entity at the time such corporation entity becomes a Consolidated 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 an amount not to exceed all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (ed) any Lien on any asset of any corporation entity existing at the time such corporation entity is merged or consolidated with or into the Borrower Company or a Consolidated 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 Consolidated 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 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; (hg) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligationsany obligations of the type referred to in the proviso to the definition of Debt, (ii) do not secure any obligation in an amount exceeding $200,000,000 75,000,000 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 (mh) 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 $50,000,00010% of Consolidated Stockholders’ Equity.

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 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 or other entity at the time such corporation or other entity 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 or other entity existing at the time such corporation or other entity is merged or consolidated with or into the Borrower Company or a Subsidiary and not created in contemplation of such event, provided that such Lien does not extend to any additional assets; (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; (g) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP; (h) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in a Default under Section 7.6 hereof; (i) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (j) deposits to secure the performance of bids, trade contracts (other than for Debt or Derivatives Obligations), leases, statutory obligations, surety bonds, appeal bonds with respect to judgments not exceeding $25,000,000, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (k) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Company and its Subsidiaries; (l) other Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (im) Liens arising from receivables financings accounted for as sales under generally accepted accounting principles; provided that the aggregate unrecovered investment of the purchasers shall at no time exceed $100,000,000 (plus accrued interest); (n) 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 property10,000,000; and (mo) 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 $50,000,00025,000,000.

Negative Pledge. Neither the Borrower Applicant Party 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 Applicant Party 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 Applicant Party 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 Applicant Party 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 Applicant Party 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 obligations owing 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 Applicant Party 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 Borrower Company 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 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 or other entity at the time such corporation or other entity 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 or other entity existing at the time such corporation or other entity is merged or consolidated with or into the Borrower Company or a Subsidiary and not created in contemplation of such event, provided that such Lien does not extend to any additional assets; (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; (g) Liens imposed by any governmental authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company in accordance with GAAP; (h) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith and by appropriate proceedings and Liens securing judgments but only to the extent for an amount and for a period not resulting in a Default under Section 7.6 hereof; (i) pledges or deposits under worker's compensation, unemployment insurance and other social security legislation; (j) deposits to secure the performance of bids, trade contracts (other than for Debt or Derivatives Obligations), leases, statutory obligations, surety bonds, appeal bonds with respect to judgments not exceeding $25,000,000, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (k) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto that, in the aggregate, are not material in amount ' and that do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Company and its Subsidiaries; (l) other Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (im) Liens arising from receivables financings accounted for as sales under generally accepted accounting principles; provided that the aggregate unrecovered investment of the purchasers shall at no time exceed $100,000,000 (plus accrued interest); (n) 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 property10,000,000; and (mo) 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 $50,000,00025,000,000.

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 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 an aggregate principal or face amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate2,000,000; (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 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 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 business10,000,000; (ih) 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 property75,000,000; and (mi) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount not at any time outstanding not to exceed $50,000,000exceeding 5% of Consolidated Tangible Net Worth.

Negative Pledge. Neither None of the Borrower nor Borrower, any Covered Subsidiary or any Significant Subsidiary will create, create or 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 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, for this purpose, the acquisition of a Person is also an acquisition of the assets of such Person); provided that such 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; (d) Until the date which is ninety days following the Effective Date, any Lien on shares of any equity security or any warrant or option to purchase an equity security or any security which is convertible into an equity security issued by any Subsidiary of the Borrower that holds, directly or indirectly through a holding company or otherwise, a license to conduct gaming under any Gaming Law, and in the proceeds thereof; provided that this clause shall apply only so long as the Gaming Laws of the relevant jurisdiction provide that the creation of any restriction on the disposition of any of such securities shall not be effective and, if such Gaming Laws at any time cease to so provide, then this clause shall be of no further effect; and provided further that if at any time the Borrower or any of its Subsidiaries creates or suffers to exist a Lien covering such securities in favor of the holder of any other Indebtedness, it will (subject to any approval required under such Gaming Laws) concurrently grant a pari-passu Lien likewise covering such securities in favor of the Administrative Agent for the benefit of the Lenders; (e) any Lien on any asset of any corporation or other business entity existing at the 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; (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 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. 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 the (a) The Borrower nor shall not (and shall ensure that none of its Principal Subsidiaries will) create or permit to subsist any Subsidiary will create, assume or suffer to exist Security over any Lien on any asset now owned or hereafter acquired by it, exceptof its assets. (b) Paragraphs (a) above does not apply to: (ai) Liens Any Security (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) existing on 31 December 2004 as disclosed in the Original Financial Statements together with any Security created by the Borrower or any of its Principal Subsidiaries in the period between the date of the Original Financial Statements and the date of this Agreement securing Debt outstanding to the extent that the aggregate amount secured during that period does not exceed 10 per cent. of the amount disclosed on 31 December 2004; (ii) any lien arising by operation of law and in the ordinary course of business; (iii) any Security existing (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any asset acquired by a member of the Group after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; and (B) the principal amount secured has not exceeding $1,000,000 individually and not exceeding $10,000,000 been increased in contemplation of or since the aggregateacquisition of that asset by a member of the Group; (biv) any Lien Security existing on (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any asset of any company which becomes a Principal Subsidiary after the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on where the Security is created prior to the date on which that company becomes a member of this Agreement in a principal amount of at least $1,000,000 individually;the Group, if: (cA) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and Security was not created in contemplation of such eventthe acquisition of that company; and (B) the principal amount secured has not increased in contemplation of or since the acquisition of that company; (dv) any Lien on Security created pursuant to any asset Finance Document; (vi) any Security which secures indebtedness provided by Supranational or International Development Institutions which pursuant to their usual practices requires such Security; (vii) any Security over assets to be built, developed or acquired and securing Debt Financial Indebtedness or any guarantee of Financial Indebtedness incurred or assumed granted for the purpose of financing all or any part of the cost of the building, developing or acquiring such asset, provided that assets (including Security with respect to Project Financings). (viii) any tax related or other Security arising by operation of law if such Lien attaches to such asset concurrently with Security is removed or discharged within 90 45 days after the acquisition thereof;date it is created or the validity of the amount of such security or the sum secured by such Security is being contested in good faith and by appropriate proceedings. (eix) 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 Security required 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 tax or refunding) and is not secured by any additional assets; (h) Liens arising customs administration 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 of the aggregate materially detract from relevant members of the value of its assets or materially impair the use thereof in the operation of its business;Group. (ix) Liens on Any Security over cash and cash equivalents securing Derivatives Obligations; provided that or securities deposited with any bank, financial institution, stock exchange or clearing house with which any member of the aggregate amount of cash and cash equivalents subject Group enters into a back to such Liens may at no time exceed $100,000,000; (j) easementsback, rights of wayforeign exchange, restrictions, encroachments, and other minor defects swap or irregularities in title, derivative transaction in each case which do not is in the ordinary course of business and will not interfere in relation to which the relevant bank, financial institution, stock exchange or clearing house requires such cash or securities to be deposited and such Security to be granted as a condition of entering into such transaction. (xi) any material respect Security securing indebtedness the principal amount of which (when aggregated with the ordinary conduct principal amount of any other indebtedness which has the business benefit of Security given by the Borrower or any Subsidiary;Principal Subsidiary other than any permitted under paragraphs (i) to (ix) above) does not exceed €300,000,000 (or its equivalent in another currency or currencies). (kxii) 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 Security to or vested in any governmental office or agency to control or regulate which 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 $50,000,000Majority Lenders have given their prior, written consent.

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 (a) The Borrower nor shall not (and shall ensure that none of its Principal Subsidiaries will) create or permit to subsist any Subsidiary will create, assume or suffer to exist Security over any Lien on any asset now owned or hereafter acquired by it, exceptof its assets. (b) Paragraphs (a) above does not apply to: (ai) Liens Any Security (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) existing on 31st December 2003 as disclosed in the Original Financial Statements together with any Security created by the Borrower or any of its Principal Subsidiaries in the period between the date of the Original Financial Statements and the date of this Agreement securing Debt outstanding to the extent that the aggregate amount secured during that period does not exceed 10 per cent. of the amount disclosed on 31st December 2003; (ii) any lien arising by operation of law and in the ordinary course of business; (iii) any Security existing (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any asset acquired by a member of the Group after the date of this Agreement if: (A) the Security was not created in contemplation of the acquisition of that asset by a member of the Group; and (B) the principal amount secured has not exceeding $1,000,000 individually and not exceeding $10,000,000 been increased in contemplation of or since the aggregateacquisition of that asset by a member of the Group; (biv) any Lien Security existing on (as renewed or granted again in the context of a refinancing of the relevant Financial Indebtedness) over any asset of any company which becomes a Principal Subsidiary after the date of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on where the Security is created prior to the date on which that company becomes a member of this Agreement in a principal amount of at least $1,000,000 individually;the Group, if: (cA) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and Security was not created in contemplation of such eventthe acquisition of that company; and (B) the principal amount secured has not increased in contemplation of or since the acquisition of that company; (dv) any Lien on Security created pursuant to any asset Finance Document; (vi) any Security which secures indebtedness provided by Supranational or International Development Institutions which pursuant to their usual practices requires such Security; (vii) any Security over assets to be built, developed or acquired and securing Debt Financial Indebtedness or any guarantee of Financial Indebtedness incurred or assumed granted for the purpose of financing all or any part of the cost of the building, developing or acquiring such asset, provided that assets (including Security with respect to Project Financings). (viii) any tax related or other Security arising by operation of law if such Lien attaches to such asset concurrently with Security is removed or discharged within 90 45 days after the acquisition thereof;date it is created or the validity of the amount of such security or the sum secured by such Security is being contested in good faith and by appropriate proceedings. (eix) 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 Security required 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 tax or refunding) and is not secured by any additional assets; (h) Liens arising customs administration 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 of the aggregate materially detract from relevant members of the value of its assets or materially impair the use thereof in the operation of its business;Group. (ix) Liens on Any Security over cash and cash equivalents securing Derivatives Obligations; provided that or securities deposited with any bank, financial institution, stock exchange or clearing house with which any member of the aggregate amount of cash and cash equivalents subject Group enters into a back to such Liens may at no time exceed $100,000,000; (j) easementsback, rights of wayforeign exchange, restrictions, encroachments, and other minor defects swap or irregularities in title, derivative transaction in each case which do not is in the ordinary course of business and will not interfere in relation to which the relevant bank, financial institution, stock exchange or clearing house requires such cash or securities to be deposited and such Security to be granted as a condition of entering into such transaction. (xi) any material respect Security securing indebtedness the principal amount of which (when aggregated with the ordinary conduct principal amount of any other indebtedness which has the business benefit of Security given by the Borrower or any Subsidiary;Principal Subsidiary other than any permitted under paragraphs (i) to (ix) above) does not exceed €300,000,000 (or its equivalent in another currency or currencies). (kxii) 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 Security to or vested in any governmental office or agency to control or regulate which 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 $50,000,000Majority Lenders have given their prior, written consent.

Negative Pledge. Neither the Borrower Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (aA) Liens existing on June 30, 2004 and continuing to exist on the date of this Agreement Closing Date securing Debt outstanding on June 30, 2004 and continuing to exist on the date of this Agreement Closing Date in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate50,000,000; (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; (cB) any Lien existing on any asset of any corporation entity at the time such corporation entity becomes a Consolidated Subsidiary and not created in contemplation of such event; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (dC) any Lien on any asset securing Debt incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring such asset (or acquiring a corporation or other entity which owned such asset, ); provided that such Lien attaches to such asset concurrently with or within 90 ninety (90) days after the acquisition thereofsuch acquisition; (eD) any Lien on any asset of any corporation entity existing at the time such corporation entity is merged or consolidated with or into the Borrower Company or a such Consolidated Subsidiary and not created in contemplation of such event; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (fE) any Lien existing on any asset prior to the acquisition thereof by the Borrower Company or a Consolidated Subsidiary and not created in contemplation of such acquisition; provided that the obligations secured by such Lien are not increased and are not secured by any additional assets; (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 subsections 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) any Lien in favor of the holder of indebtedness (or any Person or entity acting for or on behalf of such holder) arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings and no Default under Section 6.01(K) shall have occurred and is continuing in connection therewith; (H) Liens arising in incidental to the ordinary course normal conduct of its business or the ownership of its assets which (i) do not secure Debt or Derivatives ObligationsDebt, (ii) do not secure any obligation in an amount exceeding $200,000,000 100,000,000 and (iii) do not in the aggregate materially detract from the value of the assets of the Company and its assets Consolidated Subsidiaries taken as a whole or in the aggregate 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 Company and its Consolidated Subsidiaries taken as 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 propertywhole; and (mI) Liens securing Debt which are not otherwise permitted by the foregoing clauses subsections of this Section securing Debt in an Section; provided that the aggregate outstanding principal amount of Debt secured by all such Liens shall not at any time outstanding not to exceed $50,000,00015% of Consolidated Net Worth (calculated as of the last day of the most recently ended Fiscal Quarter).

Negative Pledge. Neither the Borrower Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate25,000,000; (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 Consolidated 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 (or acquiring a corporation or other entity which owned such asset), provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofsuch acquisition; (ed) 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 Consolidated 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 Consolidated 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; (g) any Lien in favor of the holder of Debt (or any Person acting for or on behalf of such holder) arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings and the Company or such Consolidated Subsidiary, as the case may be, has established appropriate reserves against such claims in accordance with generally accepted accounting principles; (h) Liens arising in incidental to the ordinary course normal conduct of its business or the ownership of its assets which (i) do not secure Debt or Derivatives Obligations, and (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not in the aggregate materially detract (due to the amount of the liability secured by such Liens or otherwise) from the value of its the assets of the Company and the Company's Consolidated Subsidiaries taken as a whole or in the aggregate materially impair the use thereof in the operation of 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 Company and the Company's Consolidated Subsidiaries taken as 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 propertywhole; and (mi) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an Section; provided that (i) the aggregate outstanding principal amount of Debt secured by all such Liens on Current Assets shall not at any time exceed 20% of Current Assets and (ii) the aggregate outstanding principal amount of Debt secured by all such Liens (including Liens referred to in clause (i) of this proviso) shall not at any time exceed the sum of 5% of Net Worth plus 20% of Current Assets, provided, further, that for purposes of this Section 7.10(i), Current Assets shall not include any assets that are classified as Current Assets solely because they are held for sale; provided, however, that the restrictions set forth in this Section 7.10 shall not apply to "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System), if and to the extent that the value of the margin stock with respect to which the rights of the Company and its Subsidiaries are MASCOTECH, INC. CREDIT AGREEMENT -42- 49 restricted by this Section 7.10 would otherwise exceed $50,000,00025% of the value of all assets with respect to which the rights of the Company and its Subsidiaries are restricted by this Section 7.10.

Negative Pledge. 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 Person at the time such corporation Person becomes a Subsidiary and of the Borrower or at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower, in each case where the Lien is not created in contemplation of such event; (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 or constructing such assetasset (it being understood that, for this purpose, the acquisition of a Person is also an acquisition of the assets of such Person); provided that such 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; (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; (fd) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary of the Borrower and not created in contemplation of such acquisition; (ge) 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; (hf) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsDebt, (ii) do not secure any single obligation in an amount exceeding $200,000,000 50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (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 Company 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 the Company or a Subsidiary; provided that (i) such Lien is not created in contemplation of such event, (ii) such Lien shall not apply to any other property or asset of the Company or any of its 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 Company 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 Company 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 securing judgments for the payment of money not constituting an Event of Default under Section 6.01(j); (vii) any Lien on or with respect to the property or assets of any Subsidiary securing obligations owing to the Company or another Subsidiary; (viii) rights of offset and bankers’ liens in connection with Debt permitted hereby; (ix) Liens incurred or deposits made in the ordinary course of its business which in connection with workers’ compensation, unemployment insurance or other types of social security (iother than a Lien imposed by ERISA) do not or to secure Debt or Derivatives Obligationsthe performance of tenders, statutory obligations, bid and appeals bonds, contracts (iiother than for the repayment of borrowed money) do not secure any obligation in an amount exceeding $200,000,000 and surety and performance bonds (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) including, without limitation, 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 obligations 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 propertyindemnity agreements for surety bonds); and (mx) 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 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 any Lien existing on any asset on the date of this Agreement Effective Date 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 of, or capital stock of, or other ownership interest in, any corporation Person (such capital stock and other ownership interests are collectively referred to herein as "Stock") at the time such corporation Person becomes a Subsidiary and Subsidiary, which Lien was not created in contemplation of such event; (dc) any Lien on any asset securing the payment of all or part of the purchase price of such asset upon the acquisition thereof by the Borrower or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the Borrower or a Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing property) or the commencement of full operation of such asset or property, whichever is later), which Debt is incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetasset or, provided in the case of real property, construction or improvements thereon; provided, that in the case of any such acquisition, construction or improvement, the Lien attaches shall not apply to such any asset concurrently with theretofore owned by the Borrower or within 90 days after the acquisition thereofa Subsidiary, other than assets so acquired, constructed or improved; (ed) any Lien existing on any asset or Stock of any corporation existing Person at the time such corporation Person is merged or consolidated with or into the Borrower or a Subsidiary and which Lien was not created in contemplation of such event; (fe) any Lien existing on any asset prior to or Stock of any Person at the time of acquisition thereof by the Borrower or a Subsidiary and Subsidiary, which Lien was not created in contemplation of such acquisition; (gf) any Lien arising out of the refinancing, extension, renewal or refunding Refinancing of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased subsections (other than any increase reflecting the costs of such refinancing, extension, renewal or refundinga) and is not secured by any additional assets; through (he) 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 5.11, provided the principal amount at any time outstanding not to exceed $50,000,000.of

Negative Pledge. Neither For so long as any of the Borrower Notes remain outstanding, neither the Issuer nor the Guarantor shall create any Subsidiary will createmortgage, assume charge, hypothec, pledge, lien or suffer to exist any Lien other security on any asset now owned of their respective assets to secure any indebtedness for borrowed money, without also at the same time or hereafter acquired by itprior thereto securing equally and ratably with that other indebtedness for borrowed money all of the Notes then outstanding or the Guarantee, exceptas the case may be, provided that this covenant shall not apply or operate to prevent: (a) Liens existing any security given in the ordinary course of business to secure any indebtedness payable on demand or maturing within 12 months of the date that such indebtedness is originally incurred, provided: (i) such security is given at the time such indebtedness is incurred; (ii) such indebtedness does not entirely replace or is not used for the purpose of retiring or repaying any outstanding unsecured indebtedness of the Issuer or the Guarantor; and (iii) such security does not constitute security on fixed assets or security on the date shares of this Agreement securing Debt outstanding on any Subsidiary or Associate of the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateGuarantor; (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 individuallyPurchase Money Mortgage; (c) any Lien existing on any asset security given to secure indebtedness incurred for the construction of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such eventtownsites, employees' housing, warehouses or office premises; (d) any Lien security on any asset securing Debt of the Issuer or the Guarantor that has not been in commercial production during the 12-month period ending on the date hereof, or has not been in commercial production during the 12-month period ending at the time of the imposition of such security, to secure any indebtedness incurred or assumed for the purpose development or improvement thereof or the development or improvement of financing all or any part other assets of the cost Issuer or the Guarantor that have not been in commercial production during the 12-month period ending on the date hereof or have not been in commercial production during the 12-month period ending at the time of acquiring the imposition of such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereofsecurity; (e) any Lien on any asset security in favor of the Government of Canada or of the United States of America or the government of any corporation existing at province of Canada or state of the time such corporation is merged United States of America or consolidated with any municipality in Canada or into the Borrower United States of America or a Subsidiary and not created in contemplation any political subdivision, department or agency of such eventany of them; (f) any Lien existing on renewal, refunding or extension of any asset prior security referred to in the foregoing clauses (a) to (e) in which the principal outstanding after such renewal, refunding or extension is not increased and the security is limited to the acquisition thereof by the Borrower or a Subsidiary assets originally subject thereto and not created in contemplation of such acquisition;any improvements thereon; or (g) any Lien arising out of other security created by the refinancingIssuer or the Guarantor if, extension, renewal or refunding of any Debt secured by any Lien permitted by any of after giving effect to the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting the costs creation of such refinancingsecurity, 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 of indebtedness secured by such security would not to exceed $50,000,000be greater than 5% of Shareholders' Equity.

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 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 an aggregate principal or face amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate50,000,000; (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; (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 -------- 180 days after the acquisition thereof; (ed) 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; (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 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 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; (ih) 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 $100,000,00025,000,000; (ji) easementsLiens on Margin Stock, rights if and to the extent that the value 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 such Margin Stock exceeds 25% of the business total assets 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 and its Subsidiaries subject to or vested in any governmental office or agency to control or regulate the use of any real propertythis Section; and (mj) 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 $50,000,00010% of Consolidated Net Worth.

Negative Pledge. Neither the Borrower nor The Parent Guarantor will not, and will not permit any Subsidiary will of its Subsidiaries to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by itthe Parent Guarantor or any such Subsidiary, except: (a) Liens existing on the date of this Agreement securing Debt 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 aggregate10,000,000; (b) any Lien existing on any asset prior to the date acquisition thereof by the Parent Guarantor or such Subsidiary 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 acquisition; (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 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 subsections of this SectionSection 5.07, provided that the outstanding principal amount of 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; (he) any Liens arising in the ordinary course of business of the Parent Guarantor or any of its business Subsidiaries which (i) do not secure 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 the assets of the Parent Guarantor and its assets Consolidated Subsidiaries, considered as a whole, or materially impair the use thereof in the operation of the business of the Parent Guarantor and its businessConsolidated Subsidiaries, considered as a whole; provided that any Lien on any asset of the Parent Guarantor or any of its Subsidiaries arising in connection with a judgment in excess of $25,000,000 (reduced, for purposes of this proviso, by any amount in respect thereof that is acknowledged by a reputable insurer as being payable under any valid and enforceable insurance policy issued by such insurer), whether or not such judgment is being contested or execution thereof has been stayed, shall be deemed not arising in the ordinary course of business of the Parent Guarantor or such Subsidiary; (if) 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 $100,000,00025,000,000; (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; (kg) 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 Lien not otherwise permitted by the foregoing clauses provisions of this Section 5.07 securing Debt (or Derivative Obligations, as measured by the amount of the pledged collateral in excess of that permitted under (f)) in an aggregate principal amount at any time outstanding not to exceed an amount equal to 10% of Consolidated Tangible Assets (excluding any such Lien securing any individual obligation in an amount not in excess of $50,000,0005,000,000); and (h) subject to Section 2.10(b), any Lien on any asset or assets of the Parent Guarantor or any of its Subsidiaries securing Excess Secured Debt.

Negative Pledge. Neither the Borrower nor any Subsidiary of its Subsidiaries will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens (i) existing on the date of this Agreement Closing Date securing Debt Indebtedness or other obligations or liabilities outstanding on such date and identified or referred to on Schedule 6.02 or (ii) disclosed in title insurance policies delivered to the date of this Agreement in a principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in Administrative Agent prior to the aggregateClosing Date relating to the Mortgaged Properties; (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 Consolidated Subsidiary of such Loan Party and not created in contemplation of such event; (dc) any Lien on any asset securing Debt Indebtedness incurred or assumed for the purpose of financing all or any part of the cost costs (including purchase or construction costs, design, engineering, transportation, installation, testing and analogous costs, and all related professional costs and expenses) of acquiring acquiring, constructing or improving such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 180 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 such Loan Party or a Subsidiary any of its Consolidated Subsidiaries and not created in contemplation of such event; (fe) any Lien existing on any asset, or on any asset of any Person, prior to the acquisition thereof of such asset or such Person, as the case may be, by the Borrower such Loan Party or a Subsidiary any of its Consolidated Subsidiaries and not created in contemplation of such acquisition; (f) carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings; (g) any Lien arising out of the refinancingLiens for taxes, extension, renewal assessments or refunding of any Debt secured other governmental charges not yet overdue or which are being contested in good faith and 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 assetsappropriate proceedings; (h) pledges or deposits in connection with workmen's compensation, unemployment insurance and other social security legislation; (i) deposits to secure the performance of bids, tenders, trade or government contracts (other than for borrowed money), leases, licenses, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (j) easements, right-of-way, zoning and similar restrictions and other encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business which do not in any material respect interfere with or adversely affect the use or value of any Mortgaged Property or the ordinary conduct of the business of the Borrower or such Subsidiary and the matters listed in the policies of title insurance referred to in Section 4.01(g)(ii); (k) Liens on the property of the Borrower or any of its Subsidiaries in favor of the Borrower or such Subsidiary, as the case may be; (l) Liens created by the Loan Documents; (m) Liens arising under documentary letters of credit; provided that such Liens attach only to the assets purchased thereunder and documents relating thereto; (n) Liens arising in the ordinary course of its business which (i) do not secure Debt Indebtedness or Derivatives Obligations, (ii) do not secure any obligation in an amount exceeding $200,000,000 500,000 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; (ko) any interest or title of a lessor in assets or sublessor under property subject to a Capital Lease of the Borrower or any lease Subsidiary; provided that the aggregate capitalized value on the consolidated balance sheet of real estate permitted hereunderthe Borrower of all the Capital Leases at any time does not exceed $25,000,000; (lp) any zoning Lien arising out of the refinancing, extension, renewal or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use refunding of any real propertyIndebtedness or obligation secured by any Lien permitted by any of the foregoing clauses of this Section; provided that such Indebtedness or obligation is not increased and is not secured by any additional assets; (q) Liens arising from filing Uniform Commercial Code or personal property security financing statements (or substantially equivalent filings outside the United States) regarding leases; (r) Liens encumbering property or assets under construction (and proceeds and products thereof) arising from progress or partial payments by a customer of the Borrower or the Subsidiaries relating to such property or assets; (s) Liens not otherwise permitted by this Section 6.02 securing obligations in an aggregate principal, stated or face amount at any date not to exceed $10,000,000; and (mt) Liens not on any proceeds (including insurance, condemnation and eminent domain proceeds) or products of any collateral a Lien over which is otherwise permitted by the foregoing clauses of this Section securing Debt Section, and on general intangibles relating to or embodied in an aggregate principal amount at any time outstanding not to exceed $50,000,000such collateral.

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Consolidated Subsidiary will to, create, assume or suffer to exist any Lien securing Debt or Derivatives Obligations 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 amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate20,000,000; (b) any Lien existing on the date assets of this Agreement, listed on Schedule 5.06 and securing Debt outstanding on any Person at the date of this Agreement in time such Person becomes a principal amount of at least $1,000,000 individuallyConsolidated Subsidiary; (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 purchase price or cost of acquiring construction of such asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 90 270 days after the acquisition or completion of construction and commencement of full operations thereof; (ed) any Lien on any asset of any corporation Person existing at the time such corporation Person is acquired by, merged into or consolidated with or into the Borrower or a Subsidiary and not created in contemplation of such eventConsolidated Subsidiary; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (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 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; (ig) 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 property20,000,000; and (mh) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any time outstanding not to exceed $50,000,000exceeding 10% of Consolidated 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 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. 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 an aggregate principal or face amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate25,000,000; (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; (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 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; (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 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 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; (ih) 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 $100,000,00025,000,000; (ji) easements, rights Liens securing obligations in respect of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in letters of credit issued pursuant to 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 Documents; and (mj) 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 $50,000,00010% of Consolidated Tangible Net Worth.

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 Borrower a Credit Party 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 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 aggregatePledge Agreements; (b) any Lien Liens existing on the date of this Agreement, Effective Date and 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 individually6.9 hereto; (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 incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches only to such asset acquired and attaches concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Borrower a Credit Party or a its Subsidiary and not created in contemplation of such event, so long as such Lien does not attach to any other asset of such Credit Party or its Subsidiaries; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower a Credit Party or a Subsidiary and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that the amount of such Debt is not increased (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 5,000,000 and (iii) do not in the aggregate materially detract from the value of its the assets secured or materially impair the use thereof in the operation of its such Credit Party or Subsidiary's 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 $100,000,000arising in connection with Qualified Securitization Transactions; (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 SubsidiaryLiens securing Debt permitted under Section 6.15(vi) hereof; (k) Liens incurred or deposits or pledges made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security, (ii) to secure the payment or performance of tenders, statutory or regulatory obligations, bids, leases, contracts (including contracts to provide customer care services, billing services, transaction processing services and other services), performance and return of money bonds and other similar obligations, including letters of credit and bank guarantees required or requested by the United States, any interest State thereof or title of a lessor any foreign government or sublessor under any lease of real estate permitted hereunder; (l) any zoning subdivision, department, agency, organization or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use instrumentality of any real propertyof the foregoing in connection with any contract or statute (exclusive of obligations for the payment of borrowed money), or (iii) to cover anticipated costs of future redemptions of awards under loyalty marketing programs; and (ml) Liens not otherwise permitted by the foregoing clauses of this Section 6.9 securing Debt in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,0002% of Consolidated Net Worth of the Borrower.

Negative Pledge. Neither the Borrower nor KPP 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 itacquired, 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 KPP or any Subsidiary of KPP existing on the date of this Agreement, listed hereof set forth on Schedule 5.06 and securing Debt outstanding on the date 7.2; provided, that such Lien shall not apply to any other property or asset of this Agreement in a principal amount of at least $1,000,000 individuallyKPP or any such 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 eventfixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing Capital Lease Obligations); provided, that (i) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (ii) such Lien does not extend to any other asset; and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (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; (ei) any Lien existing on any asset of any corporation existing Person at the time such corporation Person becomes a Subsidiary of KPP, (ii) existing on any asset of any Person at the time such Person is merged or consolidated with or into the Borrower KPP or a any Subsidiary and not created in contemplation of such event; KPP or (fiii) any Lien existing on any asset prior to the acquisition thereof by the Borrower KPP or a any Subsidiary and of KPP; 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 (ge) extensions, renewals, or replacements of any Lien arising out referred to in subsections (a) through (d) 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. 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 the Borrower Guarantor nor any Subsidiary will create, assume or suffer to exist any Lien on (i) the Leased Property, other than Permitted Liens, and (ii) any other asset now owned or hereafter acquired by it, it except: (ai) Liens existing on the date of this Agreement securing Debt outstanding Document Closing Date that have attached (or that hereafter attach, pursuant to agreements in effect on the date of this Agreement in a principal amount hereof, to assets not exceeding $1,000,000 individually and not exceeding $10,000,000 in owned by Persons subject to such agreements on the aggregatedate hereof); (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 not created in contemplation of such event; (diii) any Lien (created pursuant to an equipment trust agreement, conditional sale agreement, chattel mortgage or lease or otherwise) on any asset or pool of assets securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetacquiring, provided that such Lien attaches to constructing or rebuilding such asset concurrently with or within 90 days after the acquisition thereofpool of assets; (eiv) 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 Guarantor or a Subsidiary and not created in contemplation of such event; (fv) any Lien existing on any asset prior to the acquisition thereof by the Borrower Guarantor or a Subsidiary and not created in contemplation of such acquisition; (gvi) Liens created, assumed or existing on assets associated with real estate development projects or development joint ventures (other than the Leased Property); (vii) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased (other than any increase reflecting by the costs of such refinancing, extension, renewal or refundingPermitted Additional Amount) and is not secured by any additional assets (other than any replacement assets); (hviii) inchoate tax Liens; (ix) Liens arising in the ordinary course of its business business, which (i) do not secure Debt or Derivatives Obligations, Obligations and (ii) do not secure any obligation in an amount exceeding $200,000,000 and (iii) do not not, in the aggregate aggregate, materially detract from the value of its material assets or materially impair the use thereof in the operation of its business; (ix) Liens on “margin stock” (as defined in the Margin Regulations), if and to the extent that the value of such margin stock exceeds 25% of the total assets of Guarantor and its Subsidiaries subject to this Section; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation Guaranty (xi) 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; (jxii) easementsLiens upon real and/or personal property, rights of waywhich property was acquired after the Document Closing Date (by purchase, restrictions, encroachments, and other minor defects construction 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 otherwise) by Guarantor or any Subsidiaryof its Subsidiaries, provided that each of such Liens exists only on such property and any proceeds or replacements thereof; (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 (mxiii) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not in excess of the greater of (x) 10% of Consolidated Total Capital and (y) $600,000,000; and (xiv) Liens on assets of a Subsidiary to exceed $50,000,000secure obligations owed by such Subsidiary to Guarantor. Notwithstanding the foregoing, neither Guarantor nor any Subsidiary will create, assume, incur or suffer to exist any Lien otherwise permitted by this Section (b) on any equity interest or Debt of Lessee now directly owned or hereafter acquired to secure any Debt for money borrowed or Debt evidenced by a bond, note, debenture or other evidence of indebtedness, without in any such case making effective provision whereby all of the obligations owing hereunder shall be secured equally and ratably with such Debt.

Negative Pledge. 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 1) The Borrower undertakes with the Borrower nor Bank that, so long as any Subsidiary Commitment is in force or any monies or obligations are outstanding under this Agreement, it will create, assume not create or suffer permit to exist subsist any Lien on Encumbrance other than any asset now owned Permitted Encumbrance over all or hereafter acquired by it, exceptany part of its present or future undertaking assets rights or revenues; 2) Paragraph (1) above shall not apply to any Encumbrance: (a) Liens existing on created or outstanding with the date prior written consent of the Bank including those listed in Schedule 4 of this Agreement securing Debt outstanding provided that, unless permitted by any other exception below, the aggregate principal amount secured by such Encumbrance will not be increased without further consent of the Bank; b) arising by operation of law and not as a result of any default or omission on the date part of the Borrower or any other member of the Group having regard to the custom in the relevant trade for settlement of accounts; c) arising under any retention of title arrangements entered into in the ordinary course of trading and not entered into primarily for the purpose of securing any Financial Indebtedness; d) over goods or documents of title to goods arising in the ordinary course of documentary credit transactions; e) provided that simultaneously with the creation of such Encumbrance the obligations of the Borrower under this Agreement are equally and rateably secured by a comparable Encumbrance on other assets acceptable to the Bank in a principal amount not exceeding $1,000,000 individually form and not exceeding $10,000,000 in the aggregatesubstance satisfactory to it; (bf) any Lien existing on assets acquired after the date of this Agreement, listed or on Schedule 5.06 and securing Debt outstanding on assets of a body corporate which becomes a Subsidiary by acquisition after the date of this Agreement in a principal amount of at least $1,000,000 individually;Agreement, provided that: (ci) any Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created Encumbrance is 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 existence prior 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 and 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; and ii) the amount secured by such Encumbrance does not exceed, at any time, the maximum amount secured or agreed to be secured by it (in accordance with the original terms on which such Encumbrance was created) as at the date of acquisition; and iii) such Encumbrance is discharged within a period of 6 months after the acquisition or (only in the case of an acquisition of a body corporate) where the terms of such Encumbrance do not permit repayment of the amount secured by such Encumbrance within such period, on the earliest date or dates permitted by the terms of such Encumbrance for such repayment; and iv) no guarantee is given by the Borrower or any other member of the Group in respect of such Encumbrance or the amount secured by it; (g) over any Lien arising out assets to secure Indebtedness of any member of the refinancing, extension, renewal or refunding Group where the lender has no right of any Debt secured by any Lien permitted by any recovery of such Indebtedness against the general assets and undertaking of such member of the foregoing clauses Group but has a limited right of this Section, provided that such Debt is not increased (other than any increase reflecting recourse only against the costs asset acquired with the proceeds of such refinancing, extension, renewal or refunding) and is not secured by any additional assetsIndebtedness; (h) Liens created in favour of a plaintiff or defendant in any action, or the court or tribunal before which such action is brought, as security for costs or expenses where any member of the Group is prosecuting or defending such action in the bona fide interests of that member and/or any other member of the Group; i) pursuant to any order of attachment distraint garnishee order or injunction restraining disposal of assets or similar legal process arising in the ordinary course of its business which connection with legal proceedings; j) securing Indebtedness incurred to refinance other indebtedness permitted to be secured under paragraphs (a) to (i) do not secure Debt or Derivatives Obligationsabove inclusive and/or this paragraph (j), (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 principal amount of cash the Indebtedness secured by such Encumbrance is not increased and cash equivalents such Encumbrance does not extend to any assets other than those which were 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 Encumbrance securing 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 $50,000,000refinanced Indebtedness.

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 created under the Financing Documents; (b) Liens existing on the date of this Agreement Effective Date 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 individuallyEffective Date; (c) any Lien existing on any asset of any corporation Person at the time such corporation Person becomes a Subsidiary of the Borrower and not created in contemplation of such event; (d) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, ; provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (e) any Lien on any asset of any corporation Person existing at the time such corporation Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; provided that such Lien shall not attach to any asset held by the Borrower or any Subsidiary of the Borrower immediately prior to such merger or consolidation; (f) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Subsidiary of the Borrower and not created in contemplation of such acquisition; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses or clause (o) of this Section, ; provided that such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assetsassets (other than, in the case of Debt permitted under Section 5.07(b)(vii), Liens on assets of any Subsidiary permitted under such Section 5.07(b)(vii) and Section 5.16(b) to be obligated on such Debt); (h) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation obligations in an aggregate amount exceeding in excess of $200,000,000 25,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens on cash in connection with worker’s compensation, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith deposits in connection with tenders, contracts or leases to which the Borrower or any of its Subsidiaries is a party or other deposits required to be made in the ordinary course of business and cash equivalents securing Derivatives Obligationsnot in connection with borrowing money or obtaining advances or credit; provided in each case that the aggregate amount obligation or liability arises in the ordinary course of cash business and cash equivalents subject to such Liens may at no time exceed $100,000,000if overdue is being contested in good faith by appropriate proceedings; (j) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, employees’, carriers’, warehousemen’s, or other like Liens arising in the ordinary course of business of the Borrower or its Subsidiaries; (k) with respect to real property, easements, rights of way, restrictions, encroachments, reservations and other minor defects or irregularities in title, in each case title which do not and will not interfere in any material respect with materially impair the ordinary conduct of use thereof for the business of purposes for which it is held by the Borrower or any Subsidiary; (k) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunderits Subsidiaries; (l) Liens securing any zoning future interest or similar law or right reserved to or vested dividends payable in any governmental office or agency to control or regulate the use respect of any real property; andDebt permitted to be issued under Section 5.07 for one six month period with respect to such Debt on cash or Temporary Cash Investments which constituted a portion of the cash proceeds to the Borrower or a Subsidiary of the Borrower from the issuance of such Debt; (m) Liens not otherwise on cash and Temporary Cash Investments securing Derivatives Obligations of the Subsidiaries; (n) Liens on cash and Temporary Cash Investments that secure contingent obligations to reimburse any bank or other Person for amounts paid under Guarantees, surety or performance bond or similar instrument that supports obligations to make Investments in Subsidiaries permitted to be made under Section 5.16; (o) Liens constituting or securing Debt of Subsidiaries (other than Subsidiary Guarantors) permitted by Section 5.07(b)(ii), (vi), (vii) or (viii) or utility obligations or other customer, supplier or contractor obligations associated with AES Businesses that are limited to the foregoing clauses assets and revenues of this Section the related AES Businesses and the Capital Stock or other assets (including contract rights) of Subsidiaries of the Borrower having a direct or indirect interest in such AES Businesses and, in the case of any Cameroon Business, the assets and revenues of any other Cameroon Business and the Capital Stock (other than Capital Stock that has been pledged to the Secured Holders pursuant to the Collateral Documents) or other assets (including contract rights) of Subsidiaries of the Borrower (other than Subsidiary Guarantors) having a direct or indirect interest in any Cameroon Business; (p) Liens on the Creditor Group Collateral securing the Debt in of the Borrower or obligations of the Borrower under Hedge Agreements; provided that Liens on the Creditor Group Collateral securing First Priority Secured Debt of the Borrower shall only secure First Priority Secured Debt up to an aggregate principal amount at any time outstanding not to exceed $50,000,0001,750,000,000 (less the aggregate amount of mandatory prepayments of Term Loans and mandatory reductions of Revolving Credit Loan Commitments resulting from the application of Net Cash Proceeds from IPALCO Asset Sales); (q) Liens securing Debt permitted by Section 5.07(a)(viii) or Section 5.07(b)(iv), provided that such Debt is secured solely by the asset that is the subject of the proposed sale, transfer or other disposition related to such Debt; (r) Liens on the assets of, or Investments in, any Excluded AES Entity securing Debt or other obligations of any Excluded AES Entity permitted to be incurred hereunder; (s) Liens on cash set aside at the time of the issuance of Debt permitted to be incurred pursuant to Section 5.07 or Temporary Cash Investments purchased with such cash, in either case to the extent that such cash or Temporary Cash Investments pre-fund the repayment or redemption of such Debt and are held in a third party escrow account with an escrow agent on terms and conditions reasonably satisfactory to the Agent to be applied for such purpose; (i) Liens on cash and Temporary Cash Investments that secure letters of credit up to an aggregate principal amount not to exceed $300,000,000 and (ii) Liens on rights under agreements relating to the sale of Equity Interests of the Borrower (and any ancillary agreements) that secure letters of credit; provided that at the time such Lien is created, no Default or Event of Default has occurred or is continuing; and (u) Liens existing on any asset of any Subsidiary of the Borrower at the time such Subsidiary ceased to be an “Excluded AES Entity” hereunder that were permitted pursuant to Section 5.10(r) when such Subsidiary was an “Excluded AES Entity”.

Negative Pledge. Neither the The Borrower nor will not, and will not permit any Subsidiary will of its Domestic 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 Subsidiary 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 Closing Date set forth on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetSchedule 7.2; provided, provided that such Lien attaches shall not apply to such any other property or 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; (kd) purchase money Liens upon or in any interest fixed or title capital assets to secure the purchase price or the cost of a lessor construction or sublessor under 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 lease 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 real estate permitted hereunderthe 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; (le) Liens securing Indebtedness permitted pursuant to Section 7.1(g); provided, that such Lien does not extend to 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 propertyother assets; and (mf) Liens not otherwise permitted by the foregoing clauses extensions, renewals, or replacements of any Lien referred to in paragraphs (a) through (e) 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 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 Borrower Company 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 an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate75,000,000 (exclusive of Liens permitted by clause (h) of this Section); (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 securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring acquiring, constructing or improving such asset, provided that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition thereof;thereof or completion of the construction or improvement thereto, as the case may be, (ed) 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 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 not otherwise permitted by the foregoing clauses of this Section arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsDebt, (ii) do not secure any obligation obligations in an amount exceeding $200,000,000 100,000,000 in the aggregate and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof of the assets subject thereto 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;Company and its Subsidiaries; or (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 (mh) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or interest rate and currency swaps in an aggregate principal amount, notional principal and final exchange amount at any time outstanding not to exceed $50,000,000.

Negative Pledge. 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 an aggregate principal or face 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; (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 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; (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 or clause (j) below 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 Liens arising in the ordinary course of its insurance business) which (i) do not secure Debt or Derivatives Obligations, (ii) do not secure any obligation (except obligations arising in the ordinary course of its insurance business) in an amount exceeding $200,000,000 75,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof or value of the asset or assets subject thereto in the operation of its business; (ih) 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 $100,000,00025,000,000; (i) Liens securing obligations (1) of the type referred to in clause (vii) of the definition of Debt, as long as such Liens arise in the ordinary course of the Borrower's or the Subsidiary's, as the case may be, business and such Liens are in amounts and otherwise are on terms consistent with then existing practices in the repurchase business and (2) of a borrower (or securities lending agent) in any loaned securities, or Liens held by a borrower (or securities lending agent) against collateral such borrower has posted, in either case in securities lending transactions with the Borrower or a Subsidiary (where the Borrower or the Subsidiary is the lender of securities), as long as, in either case, such Liens arise in the ordinary course of the Borrower's or the Subsidiary's, as the case may be, business and such Liens are in amounts and otherwise on terms consistent with then existing practices in the securities lending business; (j) 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 SubsidiaryLiens securing Non-Recourse Debt; (k) Liens on securities or cash of any interest Insurance Company Subsidiary which secure its obligations as a reinsurer (as opposed to a ceding insurance company) under reinsurance contracts entered into with Persons which are licensed or title of a lessor or sublessor under authorized to do an insurance business in any lease of real estate permitted hereunderjurisdiction; (l) Any Liens secured by accounts receivable of, and other amounts owed to, Westchester Premium Acceptance Corporation (or any zoning or similar law or right reserved successor), a Subsidiary, securing a principal amount of Debt incurred by such Subsidiary from time to or vested in any governmental office or agency to control or regulate the use time of any real propertynot more than $60,000,000; and (m) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt in an aggregate principal or face amount at any time outstanding date not to exceed $50,000,0007.5% of Adjusted Consolidated Tangible Net Worth.

Negative Pledge. Neither the Borrower nor any Subsidiary of its Subsidiaries 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 amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate5,000,000; (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 Person at the time such corporation Person becomes a Consolidated 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 or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition or completion of construction 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 Consolidated 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 Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses paragraphs 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; (h) 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 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 the operation of its business; (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 of way, restrictions, encroachments, and other minor defects or irregularities Liens in title, in each case which do not and will not interfere in any material respect connection with the ordinary conduct of the business of the Borrower or any Subsidiaryan Asset Securitization permitted under Section 5.10; (k) any interest Liens involuntarily imposed and being contested in good faith, subject to the Borrower or title of a lessor or sublessor such Subsidiary having established reasonable reserves therefor to the extent required under any lease of real estate permitted hereunderGAAP; (l) any zoning or similar law or right reserved Liens against the assets of Aladdin (formerly owned by Galaxy) under the Catoosa Co. IRB solely to or vested in any governmental office or agency to control or regulate the use extent existing as of any real propertythe date hereof; and (m) Liens not otherwise against the assets of Aladdin (formerly owned by Image Industries, Inc.) under the Summerville City IRB solely to the extent existing as of the date of the Image Acquisition. provided that Liens permitted by the foregoing clauses of this Section securing paragraphs (a) through (i) shall at no time secure Debt in an aggregate principal amount at any time outstanding not to exceed exceeding the greater of (x) $50,000,00090,000,000 or (y) 15% of Consolidated Net Worth.

Negative Pledge. Neither the Borrower Franklin Electric nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt 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 aggregate0; (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 or other Person at the time such corporation or other Person becomes a Consolidated Subsidiary and not created in contemplation of such event; (dc) 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 such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition or completion of construction thereof; (ed) any Lien on any asset of any corporation or other Person existing at the time such corporation or other Person is merged or consolidated with or into the Borrower Franklin Electric or a Consolidated Subsidiary and not created in contemplation of such event; (fe) any Lien existing on any asset prior to the acquisition thereof by the Borrower Franklin Electric or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Indebtedness owing by any Subsidiary to Franklin Electric or another Subsidiary; (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 (i) such Debt is not increased (other than any increase reflecting the costs of such refinancing, extension, renewal or refunding) and Indebtedness is not secured by any additional assets, and (ii) the amount of such Indebtedness secured by any such Lien is not increased; (h) Liens 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 Obligations, Indebtedness 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 the operation of its business; (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 $100,000,000; (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 propertyMargin Stock; and (mj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt Indebtedness (other than indebtedness represented by the Notes) in an aggregate principal amount at any time outstanding not to exceed $50,000,00015% of Consolidated Tangible Net Worth.

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 Company nor any Consolidated Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in a an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregateUS$10,000,000; (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 Consolidated Subsidiary and not created in contemplation of such event; (dc) any Lien on any asset (other than Equity Interests, Indebtedness or inventory) securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 90 days 18 months after the acquisition or completion of construction thereof; (ed) 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 Consolidated 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 Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to any Borrower or Subsidiary Guarantor; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that (i) such Debt is not 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; (h) 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 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 the operation of its business; (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 $100,000,000; (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 propertyExcess Margin Stock; and (mj) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt (other than Loans) in an aggregate principal amount at any time outstanding which, together with the amount of Debt secured by Liens permitted by the foregoing paragraphs (a) through (i), does not to exceed $50,000,00010% of Consolidated Total Assets.

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 an aggregate principal amount not exceeding $1,000,000 individually and not exceeding $10,000,000 in the aggregate60,000,000; (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; (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 or constructing such asset, provided PROVIDED that such Lien attaches to such asset concurrently with or within 90 180 days after the acquisition or construction thereof; (ed) 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; (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 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 which (i) do not secure Debt or Derivatives Obligations, and (ii) do not secure any single obligation (or class of obligations having a common cause) in an amount exceeding $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 property50,000,000; and (mh) 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 $50,000,000exceeding 10% of Consolidated Net Worth.

Negative Pledge. Neither the Borrower nor The Guarantor will not, and will not permit any Subsidiary will to, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (a) Liens any Lien existing on any asset on the date of this Agreement hereof 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 aggregatesuch 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 of, or capital stock of, or other ownership interest in, any corporation Person (such capital stock and other ownership interests are collectively referred to herein as "STOCK") at the time such corporation Person becomes a Subsidiary and Subsidiary, which Lien was not created in contemplation of such event; (dc) any Lien on any asset securing the payment of all or part of the purchase price of such asset upon the acquisition thereof by the Guarantor or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by the Guarantor or a Subsidiary prior to, at the time of or within one year after such acquisition (or in the case of real property, the completion of construction (including any improvements on an existing property) or the commencement of full operation of such asset or property, whichever is later), which Debt is incurred or assumed for the purpose of financing all or any part of the cost of acquiring such assetasset or, provided in the case of real property, construction or improvements thereon; PROVIDED, that in the case of any such acquisition, construction or improvement, the Lien attaches shall not apply to such any asset concurrently with theretofore owned by the Guarantor or within 90 days after the acquisition thereofa Subsidiary, other than assets so acquired, constructed or improved; (ed) any Lien existing on any asset or Stock of any corporation existing Person at the time such corporation Person is merged or consolidated with or into the Borrower Guarantor or a Subsidiary and which Lien was not created in contemplation of such event; (fe) any Lien existing on any asset prior to or Stock of any Person at the time of acquisition thereof by the Borrower Guarantor or a Subsidiary and Subsidiary, which Lien was not created in contemplation of such acquisition; (gf) any Lien arising out of the refinancing, extension, renewal or refunding refinancing of any Debt secured by any Lien permitted by any of the foregoing clauses subsections (a) through (e) of this SectionSection 5.10, provided that such PROVIDED the principal amount of 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, except as provided in the last sentence of this Section 5.10; (g) any Lien to secure Debt of a Subsidiary to the Guarantor or to a Wholly-Owned Consolidated Subsidiary; (h) any Lien created pursuant to a Permitted Receivables Transaction; (i) any Lien in favor of any country (or any department, agency, instrumentality or political subdivision of any country) securing obligations arising in connection with partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or securing obligations incurred for the purpose of financing all or any part of the purchase price (including the cost of installation thereof or, in the case of real property, the cost of construction or improvement or installation of personal property thereon) of the asset subject to such Lien (including, but not limited to, any Lien incurred in connection with pollution control, industrial revenue or similar financings); (j) Liens arising in the ordinary course of its business which (i) do not secure Debt or Derivatives ObligationsDebt, (ii) do not secure any single obligation in an amount exceeding $200,000,000 50,000,000 and (iii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (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 (a) through (j) of this Section 5.10 securing Debt (without duplication) in an aggregate principal amount at any time outstanding not to exceed an amount equal to the greater of (i) $50,000,000300,000,000 or (ii) 3% of Consolidated Tangible Assets. It is understood that any Lien permitted to exist on any asset pursuant to the foregoing provisions of this Section 5.10 may attach to the proceeds of such asset and, with respect to Liens permitted pursuant to subsections (a), (b), (d), (e), (f) (but only with respect to the refinancing of a Debt secured by a Lien permitted pursuant to subsections (a), (b), (d) or (e)) or (g) of this Section 5.10, may attach to an asset acquired in the ordinary course of business as a replacement of such former asset.

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 The Borrower nor will not, and will not permit any Subsidiary will of its Subsidiaries to, create, incur, assume or suffer or permit to exist any Lien (but excluding Liens, if any, evidenced by operating leases) on any asset of its assets or property now owned or hereafter acquired by itacquired, except: (a) Liens existing on securing the date of this Agreement securing Debt outstanding on the date of this Agreement Capital Lease Obligations, purchase money or other Indebtedness, and Permitted Real Estate Debt, in a principal amount not exceeding $1,000,000 individually each case, permitted under Sections 7.1(c) and not exceeding $10,000,000 in the aggregate(d), respectively; (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 existing Liens on any asset of any corporation assets acquired after the date hereof if such Liens were in place at the time of acquisition, to the extent such corporation becomes a Subsidiary and not created in contemplation of such event;acquisition is permitted pursuant to Section 7.4 (d) any Lien Liens set forth 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 thereofSchedule 7.2; (e) any Lien on any asset Liens with respect to Investments consisting 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 eventfully collateralized repurchase agreements constituting Permitted Investments; (f) any Liens not otherwise permitted by this Section 7.2 so long as neither (i) the aggregate principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined, in the case of each such Lien, as of the date such Lien existing on any asset prior is incurred) of the assets subject thereto exceeds (as to the acquisition thereof by Borrower and all Subsidiaries) $5,000,000 at any one time; provided that the Borrower or shall discharge any such Lien within two (2) Business Days after a Subsidiary and not created in contemplation of such acquisitionResponsible Officer becomes aware thereof; (g) any Lien arising out Liens securing Indebtedness permitted pursuant to Section 7.1(b); 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 (other than and that any increase reflecting such Lien is limited to the costs of such refinancing, extension, renewal or refunding) and is not secured by any additional assetsassets originally encumbered thereby; (h) Liens arising in granted to the ordinary course of its business which (i) do not secure Debt Borrower 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;HEICO Aerospace Holdings Corp. securing loans to Parts Advantage; and (i) Liens on cash and cash equivalents securing Derivatives Obligations; provided granted by any non-wholly owned Subsidiary 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 is not and will not interfere in any material respect with the ordinary conduct of the business a Subsidiary Loan Party of the Borrower or any Subsidiary; (k) any interest or title to secure Indebtedness 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 such Subsidiary permitted by the foregoing clauses of this Section securing Debt in an aggregate principal amount at any time outstanding not to exceed $50,000,0007.1(h).

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.